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 period ended June 30, 2018~~

	OR

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

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

ended June 30, 2019

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

~~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

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock voting, $0.025 par value	STLD
~~Registrant’s telephone number, including area code: (260) 969-3500~~NASDAQ Global Select Market

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 ◻
~~(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☒~~ No⌧

As of August 1, ~~2018,~~2019, Registrant had ~~234,785,650~~219,613,147 outstanding shares of common ~~stock.~~stock.

~~STEEL DYNAMICS, INC~~.

Table of Contents

STEEL DYNAMICS, INC.

Table of Contents


PART I. Financial Information

Item 1.	Financial ~~Statements~~Statements::	Page

	Consolidated Balance Sheets as of June 30, ~~2018~~2019 (unaudited) and December 31, ~~201~~20187	13

	Consolidated Statements of Income for the three and six-month periods ended June 30, 2019 and 2018 ~~and 2017 (unaudited~~(unaudited))	24

	Consolidated Statements of Comprehensive Income for the three and six-month periods ended June 30, 2019 and 2018 ~~and 2017 (unaudited~~(unaudited))	35

	Consolidated Statements of Cash Flows for the three and six-month periods ended June 30, 2019 and 2018 ~~and 2017~~ (unaudited)	46

	Notes to Consolidated Financial Statements (unaudited)	57

Item 22..	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2729

Item 4.	Controls and Procedures	2729



	PART II. Other Information	30

Item 1.	Legal Proceedings	2830

Item 1A1A..	Risk Factors	2830

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

~~Item 3~~.	~~Defaults Upon Senior Securities~~	28

~~Item 4~~.	~~Mine Safety Disclosures~~	28

~~Item 5~~.	~~Other Information~~	28

~~Item 6.~~	~~Exhibits~~	28

~~Exhibit Index~~		29

~~Signature~~		30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

Exhibit Index		31

Signature		32

Table of Contents

STEEL DYNAMICS, INC.

CONSOLIDATED B~~ALANCE~~BALANCE SHEETS

(in thousands, except share data)



	June 30,		December 31,
	2019		2018
Assets	(unaudited)
Current assets
Cash and equivalents	$	972,561	$	828,220
Short-term investments		114,154		228,783
Accounts receivable, net		1,069,061		1,040,220
Accounts receivable-related parties		3,818		3,536
Inventories		1,802,759		1,859,168
Other current assets		61,248		72,730
Total current assets		4,023,601		4,032,657

Property, plant and equipment, net		2,947,243		2,945,767

Intangible assets, net		256,302		270,328
Goodwill		526,462		429,645
Other assets		104,306		25,166
Total assets	$	7,857,914	$	7,703,563
Liabilities and Equity
Current liabilities
Accounts payable	$	516,109	$	536,743
Accounts payable-related parties		9,047		14,011
Income taxes payable		3,032		7,468
Accrued payroll and benefits		148,747		264,542
Accrued interest		25,509		25,526
Accrued expenses		151,161		146,613
Current maturities of long-term debt		72,131		24,234
Total current liabilities		925,736		1,019,137

Long-term debt		2,355,917		2,352,489
Deferred income taxes		457,784		435,838
Other liabilities		70,196		8,870
Total liabilities		3,809,633		3,816,334

Commitments and contingencies

Redeemable noncontrolling interests		139,930		111,240

Equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized;
265,553,499 and 265,822,402 shares issued; and 219,797,547 and 225,272,174
shares outstanding, as of June 30, 2019 and December 31, 2018, respectively		645		645
Treasury stock, at cost; 45,755,952 and 40,550,228 shares,
as of June 30, 2019 and December 31, 2018, respectively		(1,354,157)		(1,184,243)
Additional paid-in capital		1,167,505		1,160,048
Retained earnings		4,250,419		3,958,320
Accumulated other comprehensive income		78		301
Total Steel Dynamics, Inc. equity		4,064,490		3,935,071
Noncontrolling interests		(156,139)		(159,082)
Total equity		3,908,351		3,775,989
Total liabilities and equity	$	7,857,914	$	7,703,563

June 30,

December 31,

2018

2017
Assets
(unaudited)

Current assets

  Cash and equivalents
$
720,445

$
1,028,649
  Short term investments

90,000

-
  Accounts receivable, net

1,175,795

846,415
  Accounts receivable-related parties

4,388

22,422
  Inventories

1,787,109

1,519,347
  Other current assets

39,927

91,509
     Total current assets

3,817,664

3,508,342

Property, plant and equipment, net

2,909,033

2,675,904

Intangible assets, net

243,154

256,909
Goodwill

508,275

386,893
Other assets

26,395

27,684
     Total assets
$
7,504,521

$
6,855,732
Liabilities and Equity

Current liabilities

  Accounts payable
$
657,496

$
473,765
  Accounts payable-related parties

18,305

15,683
  Income taxes payable

38,273

3,696
  Accrued payroll and benefits

170,470

195,909
  Accrued interest

25,542

25,533
  Accrued expenses

130,234

125,138
  Current maturities of long-term debt

18,266

28,795
     Total current liabilities

1,058,586

868,519

Long-term debt

2,352,127

2,353,145
Deferred income taxes

375,719

305,949
Other liabilities

18,330

21,811
     Total liabilities

3,804,762

3,549,424

Commitments and contingencies

Redeemable noncontrolling interests

111,240

111,240

Equity

  Common stock voting, $.0025 par value; 900,000,000 shares authorized;

       265,006,573 and 265,003,133 shares issued; and 235,096,384 and 237,396,839

       shares outstanding, as of June 30, 2018 and December 31, 2017, respectively

644

644
  Treasury stock, at cost; 29,910,189 and 27,606,294 shares,

       as of June 30, 2018 and December 31, 2017 respectively

(779,088)

(665,297)
  Additional paid-in capital

1,149,367

1,141,534
  Retained earnings

3,376,163

2,874,693
  Accumulated other comprehensive loss

(105)

-
     Total Steel Dynamics, Inc. equity

3,746,981

3,351,574
  Noncontrolling interests

(158,462)

(156,506)
     Total equity

3,588,519

3,195,068
     Total liabilities and equity
$
7,504,521

$
6,855,732

See notes to consolidated financial ~~statements.~~statements.

1

3

Table of Contents

STEEL DYNAMICS, INC.

CONSOLIDATED ~~STATEMENTS~~STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018

Net sales
Unrelated parties	$	2,766,364	$	3,083,822	$	5,580,850	$	5,681,134
Related parties		4,151		6,703		7,100		13,266
Total net sales		2,770,515		3,090,525		5,587,950		5,694,400

Costs of goods sold		2,349,349		2,438,443		4,733,214		4,578,902
Gross profit		421,166		652,082		854,736		1,115,498

Selling, general and administrative expenses		106,250		101,031		217,288		207,462
Profit sharing		22,871		42,335		46,548		68,997
Amortization of intangible assets		7,013		6,829		14,026		13,755
Operating income		285,032		501,887		576,874		825,284

Interest expense, net of capitalized interest		32,321		31,512		63,443		63,408
Other income, net		(4,249)		(5,035)		(10,592)		(9,498)
Income before income taxes		256,960		475,410		524,023		771,374

Income tax expense		60,214		112,838		122,450		183,327
Net income		196,746		362,572		401,573		588,047

Net (income) loss attributable to noncontrolling interests		(2,444)		(123)		(2,943)		1,953
Net income attributable to Steel Dynamics, Inc.	$	194,302	$	362,449	$	398,630	$	590,000



Basic earnings per share attributable to Steel Dynamics,
Inc. stockholders	$	0.88	$	1.54	$	1.79	$	2.50

Weighted average common shares outstanding		221,505		235,617		222,781		236,120

Diluted earnings per share attributable to Steel Dynamics, Inc.
stockholders, including the effect of assumed conversions
when dilutive	$	0.87	$	1.53	$	1.78	$	2.49

Weighted average common shares and share equivalents outstanding		222,519		236,945		223,741		237,334

Dividends declared per share	$	0.2400	$	0.1875	$	0.4800	$	0.3750

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

Net sales

  Unrelated parties
$
3,083,822

$
2,347,304

$
5,681,134

$
4,666,967
  Related parties

6,703

43,416

13,266

91,969
     Total net sales

3,090,525

2,390,720

5,694,400

4,758,936

Costs of goods sold

2,438,443

1,998,202

4,578,902

3,894,264
     Gross profit

652,082

392,518

1,115,498

864,672

Selling, general and administrative expenses

101,031

98,433

207,462

201,366
Profit sharing

42,335

21,308

68,997

48,539
Amortization of intangible assets

6,829

7,424

13,755

14,848
     Operating income

501,887

265,353

825,284

599,919

Interest expense, net of capitalized interest

31,512

33,869

63,408

67,842
Other income, net

(5,035)

(3,835)

(9,498)

(7,494)
     Income before income taxes

475,410

235,319

771,374

539,571

Income tax expense

112,838

82,372

183,327

187,958
     Net income

362,572

152,947

588,047

351,613

Net (income) loss attributable to noncontrolling interests

(123)

986

1,953

3,137
     Net income attributable to Steel Dynamics, Inc.
$
362,449

$
153,933

$
590,000

$
354,750

Basic earnings per share attributable to Steel Dynamics,

  Inc. stockholders
$
1.54

$
0.64

$
2.50

$
1.47

Weighted average common shares outstanding

235,617

241,343

236,120

242,143

Diluted earnings per share attributable to Steel Dynamics, Inc.

  stockholders, including the effect of assumed conversions

  when dilutive
$
1.53

$
0.63

$
2.49

$
1.46

Weighted average common shares and share equivalents outstanding

236,945

243,021

237,334

243,784

Dividends declared per share
$
0.1875

$
0.1550

$
0.3750

$
0.3100

See notes to consolidated financial ~~statements.~~statements.

2

4

Table of Contents

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018

Net income	$	196,746	$	362,572	$	401,573	$	588,047
Other comprehensive loss - net unrealized loss on cash flow
hedging derivatives, net of income tax benefit		(52)		(105)		(223)		(105)
Comprehensive income		196,694		362,467		401,350		587,942

Comprehensive (income) loss attributable to noncontrolling interests		(2,444)		(123)		(2,943)		1,953
Comprehensive income attributable to Steel Dynamics, Inc.	$	194,250	$	362,344	$	398,407	$	589,895

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

Net income
$
362,572

$
152,947

$
588,047

$
351,613
Other Comprehensive Income (Loss) - net unrealized loss on cash flow

hedging derivatives, net of income taxes of $33

(105)

-

(105)

-
Comprehensive Income

362,467

152,947

587,942

351,613

Comprehensive (income) loss attributable to noncontrolling interests

(123)

986

1,953

3,137
Comprehensive income attributable to Steel Dynamics, Inc.
$
362,344

$
153,933

$
589,895

$
354,750

See notes to consolidated financial ~~statements.~~statements.

3

5

Table of Contents

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018

Operating activities:
Net income	$	196,746	$	362,572	$	401,573	$	588,047

Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		80,911		79,120		161,085		155,255
Equity-based compensation		9,080		8,041		24,388		20,882
Deferred income taxes		11,550		11,993		23,641		21,538
Other adjustments		(564)		(145)		164		(115)
Changes in certain assets and liabilities:
Accounts receivable		70,624		(163,465)		9,562		(282,283)
Inventories		64,941		(90,312)		104,410		(171,023)
Other assets		7,292		(630)		7,593		(735)
Accounts payable		(58,484)		48,919		(55,278)		115,251
Income taxes receivable/payable		(36,428)		22,579		13,422		86,541
Accrued expenses		15,805		47,361		(147,534)		(29,390)
Net cash provided by operating activities		361,473		326,033		543,026		503,968

Investing activities:
Purchases of property, plant and equipment		(85,120)		(55,203)		(139,556)		(105,809)
Purchases of short-term investments		(49,465)		(50,000)		(99,142)		(90,000)
Proceeds from maturities of short-term investments		109,034		-		213,771		-
Acquisition of business, net of cash and restricted cash acquired		-		(396,409)		(93,412)		(396,409)
Other investing activities		913		657		1,277		886
Net cash used in investing activities		(24,638)		(500,955)		(117,062)		(591,332)

Financing activities:
Issuance of current and long-term debt		125,222		124,571		246,456		217,629
Repayment of current and long-term debt		(133,875)		(118,089)		(249,146)		(231,123)
Dividends paid		(53,503)		(44,268)		(95,742)		(81,065)
Purchases of treasury stock		(93,136)		(49,145)		(177,444)		(118,414)
Other financing activities		(12)		(3,144)		(5,732)		(8,324)
Net cash used in financing activities		(155,304)		(90,075)		(281,608)		(221,297)

Increase (decrease) in cash, cash equivalents, and restricted cash		181,531		(264,997)		144,356		(308,661)
Cash, cash equivalents, and restricted cash at beginning of period		797,248		991,421		834,423		1,035,085

Cash, cash equivalents, and restricted cash at end of period	$	978,779	$	726,424	$	978,779	$	726,424


Supplemental disclosure information:
Cash paid for interest	$	53,981	$	53,226	$	62,587	$	61,855
Cash paid for income taxes, net	$	84,516	$	79,995	$	86,355	$	78,950

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

Operating activities:

   Net income
$
362,572

$
152,947

$
588,047

$
351,613

   Adjustments to reconcile net income to net cash provided by

       operating activities:

       Depreciation and amortization

79,120

73,801

155,255

148,858
       Equity-based compensation

8,041

6,380

20,882

17,683
       Deferred income taxes

11,993

6,849

21,538

14,565
       Other adjustments

(145)

(43)

(115)

(147)
       Changes in certain assets and liabilities:

           Accounts receivable

(163,465)

(3,746)

(282,283)

(157,110)
           Inventories

(90,312)

(57,622)

(171,023)

(144,441)
           Other assets

(630)

5,420

(735)

7,514
           Accounts payable

48,919

(45,445)

115,251

88,364
           Income taxes receivable/payable

22,579

(77,587)

86,541

18,732
           Accrued expenses

47,361

20,056

(29,390)

(24,191)
       Net cash provided by operating activities

326,033

81,010

503,968

321,440

Investing activities:

   Purchases of property, plant and equipment

(55,203)

(43,274)

(105,809)

(84,951)
   Purchases of short term investments

(50,000)

-

(90,000)

-
   Acquisition of business, net of cash and restricted cash acquired

(396,409)

-

(396,409)

-
   Other investing activities

657

2,387

886

29,305
       Net cash used in investing activities

(500,955)

(40,887)

(591,332)

(55,646)

Financing activities:

   Issuance of current and long-term debt

124,571

51,233

217,629

51,233
   Repayment of current and long-term debt

(118,089)

(34,997)

(231,123)

(36,426)
   Dividends paid

(44,268)

(37,527)

(81,065)

(71,657)
   Purchases of treasury stock

(49,145)

(76,813)

(118,414)

(138,069)
   Other financing activities

(3,144)

-

(8,324)

(3,532)
       Net cash used in financing activities

(90,075)

(98,104)

(221,297)

(198,451)

Increase (decrease) in cash, cash equivalents, and restricted cash

(264,997)

(57,981)

(308,661)

67,343
Cash, cash equivalents, and restricted cash at beginning of period

991,421

973,429

1,035,085

848,105

Cash, cash equivalents, and restricted cash at end of period
$
726,424

$
915,448

$
726,424

$
915,448

Supplemental disclosure information:

   Cash paid for interest
$
53,226

$
53,976

$
61,855

$
66,625
   Cash paid for income taxes, net
$
79,995

$
152,116

$
78,950

$
153,670

See notes to consolidated financial ~~statements.~~statements.

6

4Table of Contents

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 reportable 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, Heartland Flat Roll Division, United Steel Supply (acquired ~~June 29, 2018)~~75% equity interest March 1, 2019), Structural and Rail Division, Engineered Bar Products Division, Vulcan Threaded Products, Inc., 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, with several downstream coating and ~~numerous downstream~~bar processing ~~and coating~~ lines. Steel operations accounted for ~~75%~~76% and ~~73%~~75% of the company’s consolidated external net sales during the three ~~months~~and six-month periods ended June 30, 2019 and 2018, ~~and 2017, respectively, and 75% and 73% during the six months ended June 30, 2018 and 2017,~~ respectively.

Metals Recycling Operations Segment. Metals recycling operations consists solely of OmniSource, ~~Corporation~~LLC (OmniSource), and includes both ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services. Metals recycling operations accounted for 12% and 14% of the company’s consolidated external net sales during the three ~~months~~and six-month periods ended June 30, 2019 and 2018, ~~and 2017, and 14% and 15% during the six months ended June 30, 2018 and 2017,~~ respectively.

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 7% of the company’s consolidated external net sales during the ~~three and six months~~three-month periods ended June 30, 2019 and 2018, respectively, and 8% and 7% of the company’s consolidated external net sales during the ~~three and six months~~six-month periods ended June 30, ~~2017.~~2019 and 2018, respectively.

Other. Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of ~~our~~smaller joint ventures, and the idle Minnesota ironmaking ~~operations that have been idle since May 2015, and other smaller joint ventures.~~operations. 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~~wholly- and ~~majority-owned or~~ majority-owned/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~~ majority-owned/controlled consolidated subsidiaries.

Use of Estimates.These consolidated 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 consolidated 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 consolidated 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, ~~2017.~~2018.

7

~~Senior Secured Credit Facility~~

The company renewed its senior secured credit facility (Facility), which provides a $1.2 billion Revolver, in June 2018, and extended the maturity to June 2023. Subject to certain conditions, the company has the opportunity to increase the Revolver size by a minimumTable of $750.0 million. The Facility is guaranteed by certain of the company’s subsidiaries; and is secured by substantially all of the company’s and its wholly-owned subsidiaries’ receivables and inventories, and by pledges of all shares of the company’s wholly-owned subsidiaries’ capital stock or other equity interests, and intercompany debt held by the company as collateral. The Revolver is available to fund working capital, capital expenditures, and other general corporate purposes.Contents

5

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Cash and Equivalents, and Restricted Cash

~~Goodwill. The company’s goodwill~~Cash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is ~~allocated to the following reporting units at June 30, 2018, and December 31, 2017, (in thousands):~~

June 30,

December 31,

2018

2017

Steel Operations Segment:

     Columbus Flat Roll Division

$
19,682

$
19,682

     The Techs

142,783

142,783

     Heartland Flat Roll Division

123,077

-

     Vulcan Threaded Products

7,824

7,824

     Roanoke Bar Division

29,041

29,041

Metals Recycling Operations Segment:

     OmniSource

88,943

90,638

     Indiana Steel Mills

95,000

95,000

Steel Fabrication Operations Segment

1,925

1,925

$
508,275

$
386,893

~~Heartland Flat Roll Division (Heartland) was acquired June 29, 2018 (refer to~~ ~~Note 2~~ ~~Acquisition - Heartland), resulting~~primarily funds held in a preliminary purchase price allocation in which $123.1 million of goodwill was recorded. OmniSource goodwill decreased $1.7 million from December 31, 2017 to June 30, 2018, in recognition of the 2018 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 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 later 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. The company adopted ASC 606 effective January1, 2018 using the modified retrospective approach. There was no change in the amount or timing of revenue recognized under ASC 606, or significant changes required to the company’s functions, processes or systems. See Note 3 ~~Revenue from Contracts with Customers~~ ~~for disclosure~~escrow as required by ~~ASC 606~~various insurance and ~~the updated accounting policy for revenue recognition.~~

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230); which requires amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The company adopted the provisions of ASU 2016-18 as of January 1, 2018, retrospectively changed beginning and ending amounts reflected in the consolidated statements of cash flows for the three and six months ended June 30, 2018 and 2017, to include restricted cash.government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $6.2 million, $5.8 million, $6.2 million, $6.0 million, $5.6 million, and $6.4 million at June 30, 2019, March 31, 2019, December 31, 2018, ~~$5.6 million at~~June 30, 2018, March 31, 2018 ~~$6.4 million at~~and December 31, 2017, ~~and $6.6 million at June 30 and March 31, 2017, and December 31, 2016,~~respectively, which are recorded in Other Assets (noncurrent) in the company’s consolidated balance sheets.

Goodwill

The company’s goodwill consisted of the following reporting units at June 30, 2019, and December 31, 2018, (in thousands):



	June 30,		December 31,
	2019		2018
Steel Operations Segment
Columbus Flat Roll Division	$	19,682	$	19,682
The Techs		142,783		142,783
Heartland Flat Roll Division		46,143		46,143
United Steel Supply		98,512		-
Vulcan Threaded Products		7,824		7,824
Roanoke Bar Division		29,041		29,041
Metals Recycling Operations Segment – OmniSource		180,552		182,247
Steel Fabrication Operations Segment – New Millennium Building Systems		1,925		1,925
	$	526,462	$	429,645

The company acquired a 75% equity interest in United Steel Supply on March 1, 2019 (refer to Note 2 Acquisition – United Steel Supply, LLC), resulting in a preliminary purchase price allocation in which $98.5 million of goodwill has been recorded. OmniSource goodwill decreased $1.7 million from December 31, 2018 to June 30, 2019, in recognition of the 2019 tax benefit related to the normal amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

Recently Issued Accounting Standards

In ~~February~~June 2016, the FASB issued ASU ~~2016-02, Leases (Topic 842);~~2016-13, Financial Instruments - Credit Losses: which ~~establishes~~requires an entity to use a ~~new lease accounting~~forward-looking expected loss model ~~that requires lessees to recognize a right of use asset and related lease liability~~versus the current incurred loss model for most ~~leases having lease terms of more than 12 months (ASU 2016-02).~~financial instruments, including accounts receivable. This new guidance is effective for annual and interim periods beginning after December 15, ~~2018,~~2019, but can be early adopted. The company ~~anticipates adopting ASU 2016-02 on January 1, 2019. The company~~ is ~~working through its adoption plan to evaluate the lease portfolio, systems, processes and policies to determine~~currently evaluating the impact ~~of the adoption of the provisions of~~ ASU ~~2016-02 to our~~2016-13 will have in its consolidated financial statements and ~~disclosures. However, the company expects that each of assets and liabilities will increase in the consolidated balance sheet,~~ related ~~to the company’s then existing operating leases.~~ disclosure.

Note 2. Acquisition ~~- Heartland~~

– United Steel Supply, LLC

On ~~June 29, 2018,~~March 1, 2019, the company ~~completed its acquisition~~purchased 75% of ~~100%~~the equity interest of ~~Heartland~~United Steel ~~Processing,~~Supply, LLC ~~(formerly known as Companhia Siderurgica Nacional, LLC) (Heartland),~~(USS) for ~~an initial~~ cash ~~purchase price~~consideration of ~~$396.4~~$93.4 million, subject to customary actual working capital ~~transaction~~ purchase price ~~adjustments payable before year-end 2018. Located~~adjustments. Additionally, the company has an option to purchase, and the sellers have the option to require the company to purchase, the remaining 25% equity interest of USS in ~~Terre Haute, Indiana, Heartland produces various types~~the future. Headquartered in Austin, Texas, USS is a leading distributor of ~~higher-margin,~~painted Galvalume^® flat roll steel ~~by further processing hot roll coils into pickle~~used for roofing and ~~oil, cold roll,~~siding applications, with distribution centers strategically located in Mississippi, Indiana, Arkansas, and ~~galvanized products. The acquisition will expand~~Oregon. USS provides the ~~company’s annual flat roll~~company a new, complementary distribution channel and connects it to a rapidly growing industry segment with customers that do not traditionally purchase steel ~~shipping capacity of lighter-gauge and greater width flat roll~~directly from a steel ~~offerings that will broaden and diversify the company’s value-added product~~

6

~~STEEL DYNAMICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~portfolio, and provide operational and logistics benefits to other nearby operations. Heartland’s post-acquisition~~producer. USS’s operating results ~~will be~~from and after March 1, 2019, are reflected in the company’s financial statements in the steel operations reporting segment.

8

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 2. Acquisition – United Steel Supply, LLC (Continued)

The aggregate purchase price was preliminarily allocated to the opening balance sheet of ~~Heartland~~USS as of ~~the June 29, 2018, acquisition date.~~March 1, 2019. The following initial allocation of the purchase price (in thousands) is preliminary based on the information available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The accounting for the acquisition has not yet been completed because the company has not finalized the working capital purchase price adjustment or valuations of the acquired assets, assumed liabilities and identifiable intangible assets, if any, including goodwill.

p
	Current assets, net of cash acquired	$	94,156
	Property, plant & equipment		7,388
	Intangible assets and goodwill		98,512
	Total assets acquired		200,056
	Liabilities assumed		77,954
	Redeemable noncontrolling interest		28,690
	Net cash consideration	$	93,412


~~Current assets, net of cash acquired~~	$	~~127,005~~
~~Property, plant & equipment~~		~~266,891~~
~~Intangible assets and goodwill~~		~~123,077~~
~~Total assets acquired~~		~~516,973~~
~~Liabilities assumed~~		~~74,913~~
~~Net assets acquired~~	$	~~442,060~~

Note 3. ~~Revenue from Contracts with Customers~~Leases

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) and its subsequent corresponding updates; which established 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. The company adopted ASC ~~606~~842 effective January 1, ~~2018,~~2019, using the ~~modified~~optional transition method, thereby applying the new guidance at the effective date, without retrospective ~~approach. We applied~~application to prior periods. The company elected practical expedients permitted under the standard to contracts that were not completed as of the adoption date, with no cumulative effect adjustment at date of adoption. Accordingly, amounts and disclosures for reporting periods beginning after January 1, 2018 are presented under ASC 606, while comparative amounts and disclosures for prior periods have not been adjusted and continue to be reported in accordance with historical accounting policies for revenue recognition prior to the adoption of ASC 606. The new revenue standard requires recognition of revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration totransition guidance which allowed the company ~~expects~~ to ~~be entitled in exchange for those goods or services.~~

Innot reassess under the ~~steel~~new standard its prior conclusions regarding lease identification and metals recycling operations segments, revenue is recognized at the point in time the performance obligation is satisfied and control of the product is transferred to the customer upon shipment or delivery, at the amount of consideration the company expects to receive, including any variable consideration. The variable consideration included in the company’s steel operations segment contracts, which is not constrained, include estimated product returns and customer claims based on historical experience, and may include volume rebates which are

~~recorded on an expected value basis. Revenue recognized is limited to the amount the company expects to receive.~~classification. The company ~~does not exercise significant judgements in~~elected to use hindsight when determining the ~~timing~~lease term. The company also elected the short-term lease exemption, and did not recognize right-of-use assets and lease liabilities for short-term leases, those with lease commencement date terms of satisfaction of performance obligations or the transaction price. Shipment of products to customers is considered a fulfillment activity with amounts billed to customers included in sales and costs associated with such included in cost of goods sold.

~~The company’s steel fabrication operations segment recognizes revenue over time at the amount of consideration the company expects to receive.~~ Revenue is measured on an output method representing completed fabricated tons to date as a percentage of total tons required for each contract. Revenue from fabrication of tons remaining on partially fabricated customer contracts as of a reporting date, which are generally expected to be realized within the following fiscal quarter, and revenue from yet to be fabricated customer contracts, has not been disclosed under the practical expedient in paragraph ASC 606-10-50-14 related to customer contracts with expected duration of one year12 months or less. The company ~~does~~recognized right-of-use assets and lease liabilities of $76.3 million, with no impact on retained earnings, in the consolidated balance sheet on January 1, 2019, and the standard did not ~~exercise~~have a significant ~~judgements in determining~~impact on the ~~timing of satisfaction of performance obligations~~company’s operating results or cash flows for the ~~transaction price. Shipment of products~~three and six-month periods ended June 30, 2019.

The company has operating leases relating principally to ~~customers, which occurs after control over the product has transferred to the customer~~transportation and ~~revenue is recognized, is considered~~other equipment, and some real estate. The company determines if an arrangement contains a ~~fulfillment activity with amounts billed to customers included in sales and costs associated with such included in cost of goods sold.~~

~~Payments from customers for all operating segments are generally due within 30 days of invoicing,~~lease at inception, which generally occurs ~~upon shipment~~when the arrangement identifies a specific asset that the company has the right to direct the use of and obtain substantially all of the ~~products. Shipment~~economic benefit from use of the identified asset. Certain of our lease agreements contain rent escalation clauses (including fixed and index-based escalations), and options to extend or terminate the lease. For purposes of calculating operating lease obligations under the standard, the company’s lease terms include options to extend the lease when it is reasonably certain that the company will exercise such option. The company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is the rate of interest the company could borrow on a collateralized basis over a similar term with similar payments. Operating lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use assets and lease obligations included in the consolidated balance sheet at June 30, 2019, are as follows (in thousands):


Right of use assets under operating leases:
Other assets - noncurrent	$	77,868
Lease obligations under operating leases:
Accrued liabilities	$	17,405
Other liabilities - noncurrent		60,751
	$	78,156

9

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 3. Leases (Continued)

The weighted average remaining lease term for our operating leases is 6.4 years and the weighted-average discount rate is 4.0% as of June 30, 2019. Future operating lease liabilities as of June 30, 2019, for the ~~steel fabrication operations segment generally occurs within~~next five years and thereafter are as follows (in thousands):


2019 - for the remaining six months	$	10,285
2020		18,986
2021		16,086
2022		12,551
2023		9,494
Thereafter		21,809
Total undiscounted cash flows		89,211
Less imputed interest		(11,055)
Lease obligations under operating leases	$	78,156

Operating lease expense included in the consolidated statements of income was $5.1 million and $9.8 million for the three and six-month periods ended June 30, ~~days~~2019, respectively. Cash paid related to operating lease obligations was $5.1 million and $9.9 million for the three and six-month periods ended June 30, 2019, respectively. Variable lease costs were not material for the three and six-month periods ended June 30, 2019. Short-term lease expense included in the consolidated statements of ~~satisfaction of~~income was $5.4 million and $9.8 million for the ~~performance obligation~~three and ~~revenue recognition. The company does not have financing components. Payments from customers have historically generally been within these terms, however, payments~~six-month periods ended June 30, 2019, respectively. Right-of-use assets obtained in exchange for ~~non-US sales may extend longer. The allowance for doubtful accounts for all~~new operating ~~segments is based on~~lease liabilities during the ~~company’s best estimate of probable credit losses, along with historical experience.~~

~~Refer to Note 10~~ ~~Segment Information, for disaggregated revenue by segment to external, external non-United States,~~three and ~~other segment customers.~~six-month periods ended June 30, 2019 were $9.9 million.

Note 4. 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, restricted stock, and performance 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 as of or for the three ~~or six months~~and six-month periods ended June 30, ~~2018~~2019 and ~~2017.~~2018.



	Three Months Ended June 30,
	2019						2018
			Weighted						Weighted
			Average						Average
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	194,302		221,505	$	0.88	$	362,449		235,617	$	1.54
Dilutive common share equivalents		-		1,014				-		1,328
Diluted earnings per share	$	194,302		222,519	$	0.87	$	362,449		236,945	$	1.53

7

10

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 4. Earnings Per Share (Continued)



	Six Months Ended June 30,
	2019						2018
			Weighted						Weighted
			Average						Average
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	398,630		222,781	$	1.79	$	590,000		236,120	$	2.50
Dilutive common share equivalents		-		960				-		1,214
Diluted earnings per share	$	398,630		223,741	$	1.78	$	590,000		237,334	$	2.49

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 six months ended June 30, 2018 and 2017 (in thousands, except per share data):

Three Months Ended June 30,

2018

2017

Net Income

Shares

Per Share

Net Income

Shares

Per Share

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic earnings per share
$
362,449

235,617

$
1.54

$
153,933

241,343

$
0.64
Dilutive common share equivalents

-

1,328

-

1,678

Diluted earnings per share
$
362,449

236,945

$
1.53

$
153,933

243,021

$
0.63

Six Months Ended June 30,

2018

2017

Net Income

Shares

Per Share

Net Income

Shares

Per Share

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount
Basic earnings per share
$
590,000

236,120

$
2.50

$
354,750

242,143

$
1.47
Dilutive common share equivalents

-

1,214

-

1,641

Diluted earnings per share
$
590,000

237,334

$
2.49

$
354,750

243,784

$
1.46

Note 5. 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):


	June 30,		December 31,
	2019		2018
Raw materials	$	784,415	$	810,766
Supplies		471,957		436,828
Work in progress		149,580		195,224
Finished goods		396,807		416,350
Total inventories	$	1,802,759	$	1,859,168

June 30,

December 31,

2018

2017

Raw materials
$
833,430

$
675,715

Supplies

407,902

374,515

Work in progress

190,722

128,565

Finished goods

355,055

340,552

Total inventories
$
1,787,109

$
1,519,347

11

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 6. Changes in Equity

The following ~~table provides~~tables provide 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 noncontrolling interests (in thousands): for the three and six-month periods ended June 30, 2019 and 2018:



	Stockholders of Steel Dynamics, Inc.
									Accumulated
					Additional				Other						Redeemable
	Common		Treasury		Paid-In		Retained		Comprehensive		Noncontrolling		Total		Noncontrolling
	Stock		Stock		Capital		Earnings		Loss		Interests		Equity		Interests


																	Stockholders of Steel Dynamics, Inc.
																									Accumulated
																					Additional				Other						Redeemable
																	Common		Treasury		Paid-In		Retained		Comprehensive		Noncontrolling		Total		Noncontrolling
																	Stock		Stock		Capital		Earnings		Loss		Interests		Equity		Interests
Balances at December 31, 2018																	$	645	$	(1,184,243)	$	1,160,048	$	3,958,320	$	301	$	(159,082)	$	3,775,989	$	111,240
Dividends declared																		-		-		-		(53,504)		-		-		(53,504)		-
Noncontrolling investors of USS																		-		-		-		-		-		-		-		28,690
Share repurchases																		-		(84,308)		-		-		-		-		(84,308)		-
Equity-based compensation																		-		6,714		91		(110)		-		-		6,695		-
Net income																		-		-		-		204,328		-		499		204,827		-
Other comprehensive loss, net of tax																		-		-		-		-		(171)		-		(171)		-
Balances at March 31, 2019																		645		(1,261,837)		1,160,139		4,109,034		130		(158,583)		3,849,528		139,930
Dividends declared																		-		-		-		(52,751)		-		-		(52,751)		-
Share repurchases																		-		(93,136)		-		-		-		-		(93,136)		-
Equity-based compensation																		-		816		7,366		(166)		-		-		8,016		-
Net income																		-		-		-		194,302		-		2,444		196,746		-
Other comprehensive loss, net of tax																		-		-		-		-		(52)		-		(52)		-
Balances at June 30, 2019																	$	645	$	(1,354,157)	$	1,167,505	$	4,250,419	$	78	$	(156,139)	$	3,908,351	$	139,930


																	Stockholders of Steel Dynamics, Inc.
																									Accumulated
																					Additional				Other						Redeemable
																	Common		Treasury		Paid-In		Retained		Comprehensive		Noncontrolling		Total		Noncontrolling
																	Stock		Stock		Capital		Earnings		Loss		Interests		Equity		Interests
Balances at December 31, 2017	$	644	$	(665,297)	$	1,141,534	$	2,874,693	$	-	$	(156,506)	$	3,195,068	$	111,240	$	644	$	(665,297)	$	1,141,534	$	2,874,693	$	-	$	(156,506)	$	3,195,068	$	111,240
Dividends declared																		-		-		-		(44,269)		-		-		(44,269)		-
Share repurchases																		-		(69,269)		-		-		-		-		(69,269)		-
Equity-based compensation																		-		3,866		1,337		(71)		-		-		5,132		-
Comprehensive and net income (loss)																		-		-		-		227,551		-		(2,076)		225,475		-
Balances at March 31, 2018																		644		(730,700)		1,142,871		3,057,904		-		(158,582)		3,312,137		111,240
Dividends declared		-		-		-		(88,349)		-		-		(88,349)		-		-		-		-		(44,080)		-		-		(44,080)		-
Noncontrolling investors, net		-		-		-		-		-		(3)		(3)		-		-		-		-		-		-		(3)		(3)		-
Share repurchases		-		(118,414)		-		-		-		-		(118,414)		-		-		(49,145)		-		-		-		-		(49,145)		-
Equity-based compensation		-		4,623		7,833		(181)		-		-		12,275		-		-		757		6,496		(110)		-		-		7,143		-
Comprehensive income (loss)		-		-		-		590,000		(105)		(1,953)		587,942		-
Net income																		-		-		-		362,449		-		123		362,572		-
Other comprehensive loss, net of tax																		-		-		-		-		(105)		-		(105)		-
Balances at June 30, 2018	$	644	$	(779,088)	$	1,149,367	$	3,376,163	$	(105)	$	(158,462)	$	3,588,519	$	111,240	$	644	$	(779,088)	$	1,149,367	$	3,376,163	$	(105)	$	(158,462)	$	3,588,519	$	111,240

8

12

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 7. 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, and occasionally to mitigate foreign currency exchange rate risk ~~and have in the past to mitigate~~or interest rate fluctuation 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 and ferrous 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 June 30, ~~2018:~~2019:



Commodity Futures	Long/Short		Metric Tons
~~Commodity Futures~~	~~Long/Short~~	~~Metric Tons~~
Aluminum	Long	~~2,325~~	2,450
Aluminum	Short	~~3,050~~	4,500
Copper	Long	~~14,969~~	17,758
Copper	Short	~~27,170~~
			28,123

The following summarizes the location and amounts of the fair values reported on the company’s consolidated balance sheets as of June 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, and gains and losses related to derivatives included in the company’s statement of income for the three and ~~six months~~six-month periods ended June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):



		Asset Derivatives				Liability Derivatives
	Balance sheet	Fair Value				Fair Value
	location	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
Derivative instruments designated as hedges
Commodity futures	Other current assets	$	1,479	$	2,999	$	1,473	$	1,837

Derivative instruments not designated as hedges
Commodity futures	Other current assets		3,946		1,559		4,172		2,053
Total derivative instruments		$	5,425	$	4,558	$	5,645	$	3,890

Asset Derivatives

Liability Derivatives

Balance sheet

Fair Value

Fair Value

location

June 30, 2018

December 31, 2017

June 30, 2018

December 31, 2017
Derivative instruments designated as hedges

Commodity futures
Other current assets

$
6,594

$
1,211

$
829

$
5,364

Derivative instruments not designated as hedges

Commodity futures
Other current assets

2,499

1,579

1,868

5,142
Total derivative instruments

$
9,093

$
2,790

$
2,697

$
10,506

The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled ~~$4.4~~$4.8 million at June 30, ~~2018,~~2019, and ~~$5.6~~$4.9 million at December 31, ~~2017,~~2018, and 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

June 30,

fair value hedge

related hedged

June 30,

derivatives

2019

2018

relationships

items

2019

2018

Derivatives in fair value

hedging relationships

Commodity futures

Costs of goods sold

$

591

$

1,540

Firm commitments

Costs of goods sold

$

1,415

$

(2,600)

Inventory

Costs of goods sold

(294)

(816)

Derivatives not designated

$

1,121

$

(3,416)

as hedging instruments

Commodity futures

Costs of goods sold

$

5,487

$

2,969

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

June 30,

June 30,

fair value hedge

related hedged

June 30,

June 30,

derivatives

2018

2017

relationships

items

2018

2017
Derivatives in fair value

hedging relationships

Commodity futures

Costs of goods sold

$
1,540

$
(3,398)

Firm commitments

Costs of goods sold

$
(2,600)

$
2,167

Inventory

Costs of goods sold

(816)

1,014
Derivatives not designated

$
(3,416)

$
3,181
as hedging instruments

Commodity futures

Costs of goods sold

$
2,969

$
2,384

9

13

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 7. Derivative Financial Instruments (Continued)

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 six months ended

Hedged items in

in income on

for the six months ended

in income on

June 30,

fair value hedge

related hedged

June 30,

derivatives

2019

2018

relationships

items

2019

2018

Derivatives in fair value

hedging relationships

Commodity futures

Costs of goods sold

$

(862)

$

10,056

Firm commitments

Costs of goods sold

$

(84)

$

(3,393)

Inventory

Costs of goods sold

427

(3,412)

Derivatives not designated

$

343

$

(6,805)

as hedging instruments

Commodity futures

Costs of goods sold

$

1,410

$

5,720

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 six months ended

Hedged items in

in income on

for the six months ended

in income on

June 30,

June 30,

fair value hedge

on related

June 30,

June 30,

derivatives

2018

2017

relationships

hedged items

2018

2017
Derivatives in fair value

hedging relationships

Commodity futures

Costs of goods sold

$
10,056

$
(3,551)

Firm commitments

Costs of goods sold

$
(3,393)

$
2,706

Inventory

Costs of goods sold

(3,412)

1,509
Derivatives not designated

$
(6,805)

$
4,215
as hedging instruments

Commodity futures

Costs of goods sold

$
5,720

$
(1,962)

Derivatives accounted for as fair value hedges had ineffectiveness resulting in gains of $1.2 million and losses of $117,000 ~~and gains of $49,000~~ during the three-month periods ended June 30, 2019, and 2018, respectively; and ~~2017, respectively;~~gains of $32,000 and losses of $16,000 ~~and gains of $97,000~~ during the six-month periods ended June 30, ~~2018,~~2019, and ~~2017, respectively. Losses excluded from hedge effectiveness testing of $1.8 million and $266,000 increased cost of goods sold during the three-month periods ended~~ ~~June 30,~~ 2018, ~~and 2017,~~ respectively. Gains excluded from hedge effectiveness testing of ~~$3.3~~$1.7 million ~~and $567,000~~ decreased cost of goods sold during the ~~six-month periods~~three-month period ended June 30, ~~2018,~~2019 and ~~2017, respectively.~~

losses of $1.8 million increased the cost of goods sold during the three-month period ended June 30, 2018. Losses excluded from hedge effectiveness testing of $519,000 increased cost of goods sold during the six-month period ended June 30, 2019 and gains of $3.3 million decreased the cost of goods sold during the six-month period ended June 30, 2018.

Derivatives accounted for as cash flow hedges resulted in net gains of $88,000 and net losses of $138,000 recognized in other comprehensive income for the three-month periods ended June 30, 2019, and 2018, respectively; and net gains of $147,000 and net losses of $138,000 for the six-month periods ended June 30, 2019 and 2018, respectively. Net gains of $157,000 and $440,000 were reclassified from accumulated other comprehensive income for the three and six-month periods ended June 30, 2018. There were no reclassifications of gains or losses from accumulated other comprehensive income into income nor gains or losses recognized into income during the three-month periods ended June 30, 2018, and 2017 and the six-month periods ended June 30, 2018, and 2017.2019. At June 30, ~~2018,~~2019, the company expects to reclassify ~~$138,000~~$102,000 of net ~~losses~~gains on derivative instruments from accumulated other comprehensive income to earnings during the next 12 months due to the settlement of futures contracts.

Note 8. 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.

14

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8. Fair Value Measurements (Continued)

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 June 30, ~~2018,~~2019, and December 31, ~~2017~~2018 (in thousands):



			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
June 30, 2019
Short-term investments	$	114,154	$		$	114,154	$
Commodity futures – financial assets		5,425		-		5,425		-
Commodity futures – financial liabilities		5,645		-		5,645		-

December 31, 2018
Short-term investments	$	228,783	$	-	$	228,783	$	-
Commodity futures – financial assets		4,558		-		4,558		-
Commodity futures – financial liabilities		3,890		-		3,890		-

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

Total

(Level 1)

(Level 2)

(Level 3)
June 30, 2018

Commodity futures – financial assets
$
9,093

$
-

$
9,093

$
-
Commodity futures – financial liabilities

2,697

-

2,697

-

December 31, 2017

Commodity futures – financial assets
$
2,790

$
-

$
2,790

$
-
Commodity futures – financial liabilities

10,506

-

10,506

-

10

~~STEEL DYNAMICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~Note 8. Fair Value Measurements (Continued)~~

The carrying amounts of financial instruments including cash and equivalents ~~and short term investments in certificates of deposit~~ approximate fair ~~value.~~value (Level 1). The fair values of short-term investments and the 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.~~available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately ~~$2.4~~$2.5 billion and ~~$2.5~~$2.4 billion at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively (with a corresponding carrying amount in the consolidated balance sheet of ~~$2.4~~$2.5 billion at June 30, ~~2018~~2019 and $2.4 billion at December 31, ~~2017)~~2018).

Note 9. 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~~. liquidity.

Note 10. 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 the consolidated 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 the consolidated financial statements. ~~Intra‑segment~~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 smaller joint ventures, and our idle Minnesota ironmaking ~~operations and several small joint ventures.~~operations. 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.

11

15

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10. Segment Information (Continued)

The company’s segment results, including disaggregated revenue by segment to external, external non-United States, and other segment customers, are as follows (in thousands):



			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
June 30, 2019	Operations		Operations		Operations		Other			Eliminations			Consolidated

Net sales - disaggregated revenue
External	$	2,040,756	$	262,826	$	240,439	$	99,641		$	-		$	2,643,662
External Non-U.S.		65,595		60,273		985		-			-			126,853
Other segments		81,834		333,667		-		121			(415,622)			-
		2,188,185		656,766		241,424		99,762			(415,622)			2,770,515
Operating income (loss)		291,411		7,619		30,664		(49,153)	⁽¹⁾		4,491	⁽²⁾		285,032
Income (loss) before income taxes		274,155		6,500		29,466		(57,438)			4,277			256,960
Depreciation and amortization		63,150		11,525		2,974		3,262			-			80,911
Capital expenditures		43,575		12,173		3,019		26,353			-			85,120

As of June 30, 2019
Assets	$	5,217,650	$	987,702	$	418,023	$	1,307,873	⁽³⁾	$	(73,334)	⁽⁴⁾	$	7,857,914

Metals

Steel

For the three months ended

Steel

Recycling

Fabrication

June 30, 2018

Operations

Operations

Operations

Other

Eliminations

Consolidated

Net Sales - disaggregated revenue

  External

$
2,127,545

$
347,784

$
217,438

$
122,956

$
-

$
2,815,723
  External Non-U.S.

197,882

76,920

-

-

-

274,802
  Other segments

110,261

459,391

458

124

(570,234)

-

2,435,688

884,095

217,896

123,080

(570,234)

3,090,525
Operating income (loss)

533,494

22,638

14,144

(63,618)
(1)

(4,771)
(2)

501,887
Income (loss) before income taxes

516,399

20,965

12,640

(69,828)

(4,766)

475,410
Depreciation and amortization

61,769

11,553

2,946

2,852

-

79,120
Capital expenditures

42,008

8,947

2,054

2,194

-

55,203

As of June 30, 2018

Assets

$
5,124,897

$
1,025,875

$
423,406

$
1,040,893
(3)
$
(110,550)
(4)
$
7,504,521


Footnotes related to the three months ended June 30, 2019, segment results (in millions):

(1)	Corporate SG&A	$	(18.0)	(2)	Gross profit increase from intra-company sales	$	4.5
	Company-wide equity-based compensation		(8.4)
	Profit sharing		(21.3)
	Other, net		(1.5)
		$	(49.2)

(3)	Cash and equivalents	$	916.5	(4)	Elimination of intra-company receivables	$	(57.2)
	Short-term investments		109.2		Elimination of intra-company debt		(8.3)
	Accounts receivable		6.0		Other		(7.8)
	Inventories		35.1			$	(73.3)
	Property, plant and equipment, net		176.5
	Intra-company debt		8.3
	Other		56.3
		$	1,307.9



			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
June 30, 2018	Operations		Operations		Operations		Other			Eliminations			Consolidated

Net sales - disaggregated revenue
External	$	2,127,545	$	347,784	$	217,438	$	122,956		$	-		$	2,815,723
External Non-U.S.		197,882		76,920		-		-			-			274,802
Other segments		110,261		459,391		458		124			(570,234)			-
		2,435,688		884,095		217,896		123,080			(570,234)			3,090,525
Operating income (loss)		533,494		22,638		14,144		(63,618)	⁽¹⁾		(4,771)	⁽²⁾		501,887
Income (loss) before income taxes		516,399		20,965		12,640		(69,828)			(4,766)			475,410
Depreciation and amortization		61,769		11,553		2,946		2,852			-			79,120
Capital expenditures		42,008		8,947		2,054		2,194			-			55,203

Footnotes related to the three months ended June 30, 2018, segment results (in millions):

(1)
Corporate SG&A
$
(14.5)

(2)
Gross profit decrease from intra-company sales
$
(4.8)

Company-wide equity-based compensation

(8.5)

Profit sharing

(40.6)

Other, net

-

$
(63.6)

(3)
Cash and equivalents
$
710.4

(4)
Elimination of intra-company receivables
$
(74.8)

Short term investments

75.0

Elimination of intra-company debt

(18.7)

Inventories

31.6

Other

(17.1)

Property, plant and equipment, net

161.2

$
(110.6)

Intra-company debt

18.7

Other

44.0

$
1,040.9

12

16

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10. Segment Information (Continued)

Metals

Steel

For the three months ended

Steel

Recycling

Fabrication

June 30, 2017

Operations

Operations

Operations

Other

Eliminations

Consolidated

Net Sales - disaggregated revenue

  External

$
1,690,973

$
298,457

$
197,834

$
91,083

$
-

$
2,278,347
  External Non-U.S.

67,269

45,072

32

-

-

112,373
  Other segments

63,710

350,487

143

615

(414,955)

-

1,821,952

694,016

198,009

91,698

(414,955)

2,390,720
Operating income (loss)

269,929

16,495

20,147

(43,110)
(1)

1,892
(2)

265,353
Income (loss) before income taxes

248,562

14,582

18,633

(48,350)

1,892

235,319
Depreciation and amortization

56,150

11,993

2,906

2,752

-

73,801
Capital expenditures

36,707

3,174

3,073

320

-

43,274


Footnotes related to the three months ended June 30, 2018, segment results (in millions):

(1)	Corporate SG&A	$	(14.5)	(2)	Gross profit decrease from intra-company sales	$	(4.8)
	Company-wide equity-based compensation		(8.5)
	Profit sharing		(40.6)
		$	(63.6)



			Metals		Steel
For the six months ended	Steel		Recycling		Fabrication
June 30, 2019	Operations		Operations		Operations		Other			Eliminations			Consolidated

Net sales - disaggregated revenue
External	$	4,085,247	$	548,551	$	468,868	$	212,889		$	-		$	5,315,555
External Non-U.S.		145,674		125,685		1,036		-			-			272,395
Other segments		157,429		719,575		189		369			(877,562)			-
		4,388,350		1,393,811		470,093		213,258			(877,562)			5,587,950
Operating income (loss)		600,489		24,581		51,287		(106,073)	⁽¹⁾		6,590	⁽²⁾		576,874
Income (loss) before income taxes		567,174		22,005		48,817		(120,134)			6,161			524,023
Depreciation and amortization		125,662		22,964		5,941		6,518			-			161,085
Capital expenditures		87,251		18,815		5,012		28,478			-			139,556


Footnotes related to the six months ended June 30, 2019, segment results (in millions):

(1)	Corporate SG&A	$	(40.6)	(2)	Gross profit increase from intra-company sales	$	6.6
	Company-wide equity-based compensation		(17.4)
	Profit sharing		(44.3)
	Other, net		(3.8)
		$	(106.1)



			Metals		Steel
For the six months ended	Steel		Recycling		Fabrication
June 30, 2018	Operations		Operations		Operations		Other			Eliminations			Consolidated

Net sales - disaggregated revenue
External	$	3,959,848	$	677,656	$	418,875	$	215,427		$	-		$	5,271,806
External Non-U.S.		287,368		135,170		56		-			-			422,594
Other segments		170,246		824,035		668		271			(995,220)			-
		4,417,462		1,636,861		419,599		215,698			(995,220)			5,694,400
Operating income (loss)		868,056		47,353		33,935		(119,024)	⁽¹⁾		(5,036)	⁽²⁾		825,284
Income (loss) before income taxes		832,204		43,970		31,097		(130,861)			(5,036)			771,374
Depreciation and amortization		120,910		23,111		5,844		5,390			-			155,255
Capital expenditures		80,410		15,893		4,131		5,375			-			105,809


Footnotes related to the six months ended June 30, 2018, segment results (in millions):

(1)	Corporate SG&A	$	(30.2)	(2)	Gross profit decrease from intra-company sales	$	(5.0)
	Company-wide equity-based compensation		(17.0)
	Profit sharing		(66.2)
	Other, net		(5.6)
		$	(119.0)

Footnotes related to the three months ended June 30, 2017, segment results (in millions):

(1)
Corporate SG&A
$
(13.4)

(2)
Gross profit increase from intra-company sales
$
1.9

Company-wide equity-based compensation

(7.1)

Profit sharing

(20.1)

Other, net

(2.5)

$
(43.1)

Metals

Steel

For the six months ended

Steel

Recycling

Fabrication

June 30, 2018

Operations

Operations

Operations

Other

Eliminations

Consolidated

Net Sales - disaggregated revenue

  External

$
3,959,848

$
677,656

$
418,875

$
215,427

$
-

$
5,271,806
  External Non-U.S.

287,368

135,170

56

-

-

422,594
  Other segments

170,246

824,035

668

271

(995,220)

-

4,417,462

1,636,861

419,599

215,698

(995,220)

5,694,400
Operating income (loss)

868,056

47,353

33,935

(119,024)
(1)

(5,036)
(2)

825,284
Income (loss) before income taxes

832,204

43,970

31,097

(130,861)

(5,036)

771,374
Depreciation and amortization

120,910

23,111

5,844

5,390

-

155,255
Capital expenditures

80,410

15,893

4,131

5,375

-

105,809

Footnotes related to the six months ended June 30, 2018, segment results (in millions):

(1)
Corporate SG&A
$
(30.2)

(2)
Gross profit decrease from intra-company sales
$
(5.0)

Company-wide equity-based compensation

(17.0)

Profit sharing

(66.2)

Other, net

(5.6)

$
(119.0)

13

17

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~Note 10. Segment Information (Continued)~~

Metals

Steel

For the six months ended

Steel

Recycling

Fabrication

June 30, 2017

Operations

Operations

Operations

Other

Eliminations

Consolidated

Net Sales - disaggregated revenue

  External

$
3,324,603

$
609,408

$
391,869

$
180,034

$
-

$
4,505,914
  External Non-U.S.

154,972

97,957

93

-

-

253,022
  Other segments

118,053

706,788

155

949

(825,945)

-

3,597,628

1,414,153

392,117

180,983

(825,945)

4,758,936
Operating income (loss)

618,461

34,344

43,873

(97,080)
(1)

321
(2)

599,919
Income (loss) before income taxes

575,326

30,654

40,972

(107,702)

321

539,571
Depreciation and amortization

112,481

25,028

5,877

5,472

-

148,858
Capital expenditures

70,285

9,950

4,224

492

-

84,951

Footnotes related to the six months ended June 30, 2017, segment results (in millions):

(1)
Corporate SG&A
$
(25.8)

(2)
Gross profit increase from intra-company sales
$
0.3

Company-wide equity-based compensation

(16.7)

Profit sharing

(46.6)

Other, net

(8.0)

$
(97.1)

14

~~STEEL DYNAMICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Note 11. Condensed Consolidating Information

Certain 100% owned subsidiaries of SDI have fully and unconditionally guaranteed jointly and severally 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, 2017.~~



Condensed Consolidating Balance Sheets (in thousands)
					Combined		Consolidating		Total
As of June 30, 2019	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	914,541	$	50,670	$	7,350	$	-	$	972,561
Short-term investments		109,154		5,000		-		-		114,154
Accounts receivable, net		324,548		1,696,820		70,968		(1,019,457)		1,072,879
Inventories		748,921		977,754		87,342		(11,258)		1,802,759
Other current assets		46,197		18,698		3,754		(7,401)		61,248
Total current assets		2,143,361		2,748,942		169,414		(1,038,116)		4,023,601
Property, plant and equipment, net		883,970		1,902,632		160,641		-		2,947,243
Intangible assets, net		-		256,302		-		-		256,302
Goodwill		-		427,950		98,512		-		526,462
Other assets, including investments in subs		2,838,285		65,100		6,800		(2,805,879)		104,306
Total assets	$	5,865,616	$	5,400,926	$	435,367	$	(3,843,995)	$	7,857,914

Accounts payable	$	174,596	$	331,110	$	88,182	$	(68,732)	$	525,156
Accrued expenses		180,887		296,932		20,068		(169,438)		328,449
Current maturities of long-term debt		826		1,165		93,176		(23,036)		72,131
Total current liabilities		356,309		629,207		201,426		(261,206)		925,736
Long-term debt		2,329,916		-		170,842		(144,841)		2,355,917
Other liabilities		(885,161)		1,244,276		33,352		135,513		527,980
Total liabilities		1,801,064		1,873,483		405,620		(270,534)		3,809,633

Redeemable noncontrolling interests		-		-		139,930		-		139,930

Common stock		645		1,727,859		15,016		(1,742,875)		645
Treasury stock		(1,354,157)		-		-		-		(1,354,157)
Additional paid-in-capital		1,167,505		683,048		787,572		(1,470,620)		1,167,505
Retained earnings (deficit)		4,250,419		1,116,598		(756,632)		(359,966)		4,250,419
Accumulated other comprehensive loss		140		(62)		-		-		78
Total Steel Dynamics, Inc. equity		4,064,552		3,527,443		45,956		(3,573,461)		4,064,490
Noncontrolling interests		-		-		(156,139)		-		(156,139)
Total equity		4,064,552		3,527,443		(110,183)		(3,573,461)		3,908,351
Total liabilities and equity	$	5,865,616	$	5,400,926	$	435,367	$	(3,843,995)	$	7,857,914

��

Condensed Consolidating Balance Sheets (in thousands)

Combined

Consolidating

Total
As of June 30, 2018

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Cash and equivalents

$
708,920

$
5,665

$
5,860

$
-

$
720,445
Short term investments

75,000

15,000

-

-

90,000
Accounts receivable, net

384,970

1,669,178

32,324

(906,289)

1,180,183
Inventories

743,750

1,012,791

41,504

(10,936)

1,787,109
Other current assets

22,296

18,951

4,046

(5,366)

39,927
  Total current assets

1,934,936

2,721,585

83,734

(922,591)

3,817,664
Property, plant and equipment, net

856,914

1,891,001

161,118

-

2,909,033
Intangible assets, net

-

243,154

-

-

243,154
Goodwill

-

508,275

-

-

508,275
Other assets, including investments in subs

2,998,695

6,442

5,479

(2,984,221)

26,395
  Total assets

$
5,790,545

$
5,370,457

$
250,331

$
(3,906,812)

$
7,504,521

Accounts payable

$
241,107

$
420,996

$
89,257

$
(75,559)

$
675,801
Accrued expenses

238,141

264,267

8,222

(146,111)

364,519
Current maturities of long-term debt

761

1,320

49,879

(33,694)

18,266
  Total current liabilities

480,009

686,583

147,358

(255,364)

1,058,586
Long-term debt

2,325,663

964

165,230

(139,730)

2,352,127
Other liabilities

(762,108)

764,761

33,898

357,498

394,049
  Total liabilities

2,043,564

1,452,308

346,486

(37,596)

3,804,762

Redeemable noncontrolling interests

-

-

111,240

-

111,240

Common stock

644

1,727,859

15,016

(1,742,875)

644
Treasury stock

(779,088)

-

-

-

(779,088)
Additional paid-in-capital

1,149,367

690,735

689,502

(1,380,237)

1,149,367
Retained earnings (deficit)

3,376,163

1,499,555

(753,451)

(746,104)

3,376,163
Accumulated other comprehensive loss

(105)

-

-

-

(105)
  Total Steel Dynamics, Inc. equity

3,746,981

3,918,149

(48,933)

(3,869,216)

3,746,981
Noncontrolling interests

-

-

(158,462)

-

(158,462)
  Total equity

3,746,981

3,918,149

(207,395)

(3,869,216)

3,588,519
  Total liabilities and equity

$
5,790,545

$
5,370,457

$
250,331

$
(3,906,812)

$
7,504,521

15

18

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 11. Condensed Consolidating Information (Continued)



					Combined		Consolidating		Total
As of December 31, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	809,763	$	13,491	$	4,966	$	-	$	828,220
Short-term investments		198,783		30,000		-		-		228,783
Accounts receivable, net		340,439		1,635,168		26,655		(958,506)		1,043,756
Inventories		793,174		1,038,702		39,214		(11,922)		1,859,168
Other current assets		56,578		18,627		3,994		(6,469)		72,730
Total current assets		2,198,737		2,735,988		74,829		(976,897)		4,032,657
Property, plant and equipment, net		871,482		1,918,198		156,087		-		2,945,767
Intangible assets, net		-		270,328		-		-		270,328
Goodwill		-		429,645		-		-		429,645
Other assets, including investments in subs		2,862,556		5,593		5,557		(2,848,540)		25,166
Total assets	$	5,932,775	$	5,359,752	$	236,473	$	(3,825,437)	$	7,703,563

Accounts payable	$	209,156	$	330,156	$	74,353	$	(62,911)	$	550,754
Accrued expenses		296,528		295,668		11,171		(159,218)		444,149
Current maturities of long-term debt		793		1,355		51,079		(28,993)		24,234
Total current liabilities		506,477		627,179		136,603		(251,122)		1,019,137
Long-term debt		2,327,798		381		166,226		(141,916)		2,352,489
Other liabilities		(836,571)		1,447,464		31,791		(197,976)		444,708
Total liabilities		1,997,704		2,075,024		334,620		(591,014)		3,816,334

Redeemable noncontrolling interests		-		-		111,240		-		111,240

Common stock		645		1,727,859		15,016		(1,742,875)		645
Treasury stock		(1,184,243)		-		-		-		(1,184,243)
Additional paid-in-capital		1,160,048		683,048		695,502		(1,378,550)		1,160,048
Retained earnings (deficit)		3,958,320		873,821		(760,823)		(112,998)		3,958,320
Accumulated other comprehensive income		301		-		-		-		301
Total Steel Dynamics, Inc. equity		3,935,071		3,284,728		(50,305)		(3,234,423)		3,935,071
Noncontrolling interests		-		-		(159,082)		-		(159,082)
Total equity		3,935,071		3,284,728		(209,387)		(3,234,423)		3,775,989
Total liabilities and equity	$	5,932,775	$	5,359,752	$	236,473	$	(3,825,437)	$	7,703,563



Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,					Combined		Consolidating		Total
June 30, 2019	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	1,097,010	$	3,016,389	$	233,907	$	(1,576,791)	$	2,770,515
Costs of goods sold		908,232		2,772,874		214,487		(1,546,244)		2,349,349
Gross profit		188,778		243,515		19,420		(30,547)		421,166
Selling, general and administrative		61,028		72,576		8,134		(5,604)		136,134
Operating income		127,750		170,939		11,286		(24,943)		285,032
Interest expense, net of capitalized interest		19,448		11,805		3,623		(2,555)		32,321
Other income, net		(4,958)		(1,795)		(265)		2,769		(4,249)
Income before income taxes and
equity in net income of subsidiaries		113,260		160,929		7,928		(25,157)		256,960
Income taxes		27,033		38,885		264		(5,968)		60,214
		86,227		122,044		7,664		(19,189)		196,746
Equity in net income of subsidiaries		108,075		-		-		(108,075)		-
Net income attributable to noncontrolling interests		-		-		(2,444)		-		(2,444)
Net income attributable to Steel Dynamics, Inc.	$	194,302	$	122,044	$	5,220	$	(127,264)	$	194,302

Combined

Consolidating

Total
As of December 31, 2017

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Cash and equivalents

$
1,001,405

$
20,441

$
6,803

$
-

$
1,028,649
Accounts receivable, net

274,968

1,426,036

37,387

(869,554)

868,837
Inventories

685,103

752,151

91,890

(9,797)

1,519,347
Other current assets

73,748

16,005

5,962

(4,206)

91,509
  Total current assets

2,035,224

2,214,633

142,042

(883,557)

3,508,342
Property, plant and equipment, net

859,419

1,618,438

198,047

-

2,675,904
Intangible assets, net

-

225,503

31,406

-

256,909
Goodwill

-

379,069

7,824

-

386,893
Other assets, including investments in subs

2,512,594

6,622

5,505

(2,497,037)

27,684
  Total assets

$
5,407,237

$
4,444,265

$
384,824

$
(3,380,594)

$
6,855,732

Accounts payable

$
168,282

$
316,676

$
101,948

$
(97,458)

$
489,448
Accrued expenses

222,023

254,196

10,243

(136,186)

350,276
Current maturities of long-term debt

731

-

56,454

(28,390)

28,795
  Total current liabilities

391,036

570,872

168,645

(262,034)

868,519
Long-term debt

2,326,466

-

169,799

(143,120)

2,353,145
Other liabilities

(661,839)

869,196

24,868

95,535

327,760
  Total liabilities

2,055,663

1,440,068

363,312

(309,619)

3,549,424

Redeemable noncontrolling interests

-

-

111,240

-

111,240

Common stock

644

1,727,859

14,908

(1,742,767)

644
Treasury stock

(665,297)

-

-

-

(665,297)
Additional paid-in-capital

1,141,534

128,076

797,196

(925,272)

1,141,534
Retained earnings (deficit)

2,874,693

1,148,262

(745,326)

(402,936)

2,874,693
  Total Steel Dynamics, Inc. equity

3,351,574

3,004,197

66,778

(3,070,975)

3,351,574
Noncontrolling interests

-

-

(156,506)

-

(156,506)
  Total equity

3,351,574

3,004,197

(89,728)

(3,070,975)

3,195,068
  Total liabilities and equity

$
5,407,237

$
4,444,265

$
384,824

$
(3,380,594)

$
6,855,732

16

19

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 11. Condensed Consolidating Information (Continued)



For the three months ended,					Combined		Consolidating		Total
June 30, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	1,294,096	$	3,405,216	$	156,308	$	(1,765,095)	$	3,090,525
Costs of goods sold		970,636		3,038,284		153,104		(1,723,581)		2,438,443
Gross profit		323,460		366,932		3,204		(41,514)		652,082
Selling, general and administrative		77,088		75,923		2,400		(5,216)		150,195
Operating income (loss)		246,372		291,009		804		(36,298)		501,887
Interest expense, net of capitalized interest		19,386		11,593		3,089		(2,556)		31,512
Other income, net		(5,975)		(1,595)		(13)		2,548		(5,035)
Income (loss) before income taxes and
equity in net income of subsidiaries		232,961		281,011		(2,272)		(36,290)		475,410
Income taxes (benefit)		51,738		69,910		(101)		(8,709)		112,838
		181,223		211,101		(2,171)		(27,581)		362,572
Equity in net income of subsidiaries		181,226		-		-		(181,226)		-
Net income attributable to noncontrolling interests		-		-		(123)		-		(123)
Net income (loss) attributable to Steel Dynamics, Inc.	$	362,449	$	211,101	$	(2,294)	$	(208,807)	$	362,449



For the six months ended,					Combined		Consolidating		Total
June 30, 2019	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,221,745	$	6,126,618	$	405,790	$	(3,166,203)	$	5,587,950
Costs of goods sold		1,814,227		5,638,863		379,947		(3,099,823)		4,733,214
Gross profit		407,518		487,755		25,843		(66,380)		854,736
Selling, general and administrative		130,034		147,159		12,064		(11,395)		277,862
Operating income		277,484		340,596		13,779		(54,985)		576,874
Interest expense, net of capitalized interest		38,102		23,571		6,837		(5,067)		63,443
Other income, net		(12,358)		(3,172)		(557)		5,495		(10,592)
Income before income taxes and
equity in net income of subsidiaries		251,740		320,197		7,499		(55,413)		524,023
Income taxes		57,797		77,419		367		(13,133)		122,450
		193,943		242,778		7,132		(42,280)		401,573
Equity in net income of subsidiaries		204,687		-		-		(204,687)		-
Net income attributable to noncontrolling interests		-		-		(2,943)		-		(2,943)
Net income attributable to Steel Dynamics, Inc.	$	398,630	$	242,778	$	4,189	$	(246,967)	$	398,630



For the six months ended,					Combined		Consolidating		Total
June 30, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,330,770	$	6,263,935	$	273,305	$	(3,173,610)	$	5,694,400
Costs of goods sold		1,789,781		5,620,035		271,602		(3,102,516)		4,578,902
Gross profit		540,989		643,900		1,703		(71,094)		1,115,498
Selling, general and administrative		140,015		155,295		5,576		(10,672)		290,214
Operating income (loss)		400,974		488,605		(3,873)		(60,422)		825,284
Interest expense, net of capitalized interest		38,009		24,304		6,355		(5,260)		63,408
Other income, net		(11,178)		(3,320)		(259)		5,259		(9,498)
Income (loss) before income taxes and
equity in net income of subsidiaries		374,143		467,621		(9,969)		(60,421)		771,374
Income taxes		81,484		116,328		110		(14,595)		183,327
		292,659		351,293		(10,079)		(45,826)		588,047
Equity in net income of subsidiaries		297,341		-		-		(297,341)		-
Net loss attributable to noncontrolling interests		-		-		1,953		-		1,953
Net income (loss) attributable to Steel Dynamics, Inc.	$	590,000	$	351,293	$	(8,126)	$	(343,167)	$	590,000

Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,

Combined

Consolidating

Total
June 30, 2018

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Net sales

$
1,294,096

$
3,405,216

$
156,308

$
(1,765,095)

$
3,090,525
Costs of goods sold

970,636

3,038,284

153,104

(1,723,581)

2,438,443
  Gross profit

323,460

366,932

3,204

(41,514)

652,082
Selling, general and administrative

77,088

75,923

2,400

(5,216)

150,195
  Operating income

246,372

291,009

804

(36,298)

501,887
Interest expense, net of capitalized interest

19,386

11,593

3,089

(2,556)

31,512
Other income, net

(5,975)

(1,595)

(13)

2,548

(5,035)
Income (loss) before income taxes and

  equity in net income of subsidiaries

232,961

281,011

(2,272)

(36,290)

475,410
Income taxes (benefit)

51,738

69,910

(101)

(8,709)

112,838

181,223

211,101

(2,171)

(27,581)

362,572
Equity in net income of subsidiaries

181,226

-

-

(181,226)

-
Net income attributable to noncontrolling interests

-

-

(123)

-

(123)
Net income (loss) attributable to Steel Dynamics, Inc.

$
362,449

$
211,101

$
(2,294)

$
(208,807)

$
362,449

For the three months ended,

Combined

Consolidating

Total
June 30, 2017

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Net sales

$
926,855

$
2,614,676

$
144,938

$
(1,295,749)

$
2,390,720
Costs of goods sold

767,047

2,362,604

137,052

(1,268,501)

1,998,202
  Gross profit

159,808

252,072

7,886

(27,248)

392,518
Selling, general and administrative

50,942

75,720

5,304

(4,801)

127,165
  Operating income

108,866

176,352

2,582

(22,447)

265,353
Interest expense, net of capitalized interest

18,441

14,641

3,047

(2,260)

33,869
Other income, net

(3,869)

(2,146)

(79)

2,259

(3,835)
Income (loss) before income taxes and

  equity in net income of subsidiaries

94,294

163,857

(386)

(22,446)

235,319
Income taxes

29,142

59,397

1,692

(7,859)

82,372

65,152

104,460

(2,078)

(14,587)

152,947
Equity in net income of subsidiaries

88,781

-

-

(88,781)

-
Net loss attributable to noncontrolling interests

-

-

986

-

986
Net income (loss) attributable to Steel Dynamics, Inc.

$
153,933

$
104,460

$
(1,092)

$
(103,368)

$
153,933

17

20

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 11. Condensed Consolidating Information ~~(Continued)~~(Continued

For the six months ended,

Combined

Consolidating

Total
June 30, 2018

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Net sales

$
2,330,770

$
6,263,935

$
273,305

$
(3,173,610)

$
5,694,400
Costs of goods sold

1,789,781

5,620,035

271,602

(3,102,516)

4,578,902
  Gross profit

540,989

643,900

1,703

(71,094)

1,115,498
Selling, general and administrative

140,015

155,295

5,576

(10,672)

290,214
  Operating income (loss)

400,974

488,605

(3,873)

(60,422)

825,284
Interest expense, net of capitalized interest

38,009

24,304

6,355

(5,260)

63,408
Other income, net

(11,178)

(3,320)

(259)

5,259

(9,498)
Income (loss) before income taxes and

  equity in net income of subsidiaries

374,143

467,621

(9,969)

(60,421)

771,374
Income taxes

81,484

116,328

110

(14,595)

183,327

292,659

351,293

(10,079)

(45,826)

588,047
Equity in net income of subsidiaries

297,341

-

-

(297,341)

-
Net loss attributable to noncontrolling interests

-

-

1,953

-

1,953
Net income (loss) attributable to Steel Dynamics, Inc.

$
590,000

$
351,293

$
(8,126)

$
(343,167)

$
590,000


Condensed Consolidating Statements of Cash Flows (in thousands)

For the six months ended,					Combined		Consolidating		Total
June 30, 2019	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided by operating activities	$	144,979	$	397,633	$	2,850	$	(2,436)	$	543,026
Net cash used in investing activities		(66,379)		(44,890)		(2,761)		(3,032)		(117,062)
Net cash provided by (used in) financing activities		26,178		(315,537)		2,283		5,468		(281,608)
Increase in cash, cash equivalents and
restricted cash		104,778		37,206		2,372		-		144,356
Cash, cash equivalents, and restricted cash
at beginning of period		809,763		14,368		10,292		-		834,423
Cash, cash equivalents, and restricted cash
at end of period	$	914,541	$	51,574	$	12,664	$	-	$	978,779



For the six months ended,					Combined		Consolidating		Total
June 30, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net cash provided by operating activities	$	190,271	$	300,720	$	190	$	12,787	$	503,968
Net cash used in investing activities		(528,618)		(59,728)		(4,901)		1,915		(591,332)
Net cash provided by (used in) financing activities		45,037		(255,401)		3,769		(14,702)		(221,297)
Decrease in cash, cash equivalents and		(293,310)		(14,409)		(942)		-		(308,661)
restricted cash
Cash, cash equivalents, and restricted cash		1,002,230		20,748		12,107		-		1,035,085
at beginning of period
Cash, cash equivalents, and restricted cash
at end of period	$	708,920	$	6,339	$	11,165	$	-	$	726,424

For the six months ended,

Combined

Consolidating

Total
June 30, 2017

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Net sales

$
1,851,421

$
5,186,914

$
288,346

$
(2,567,745)

$
4,758,936
Costs of goods sold

1,478,626

4,652,268

275,093

(2,511,723)

3,894,264
  Gross profit

372,795

534,646

13,253

(56,022)

864,672
Selling, general and administrative

112,597

152,002

10,357

(10,203)

264,753
  Operating income

260,198

382,644

2,896

(45,819)

599,919
Interest expense, net of capitalized interest

36,522

29,764

6,313

(4,757)

67,842
Other income, net

(7,123)

(4,813)

(315)

4,757

(7,494)
Income (loss) before income taxes and

  equity in net income of subsidiaries

230,799

357,693

(3,102)

(45,819)

539,571
Income taxes

70,727

129,708

3,482

(15,959)

187,958

160,072

227,985

(6,584)

(29,860)

351,613
Equity in net income of subsidiaries

194,678

-

-

(194,678)

-
Net loss attributable to noncontrolling interests

3,137

3,137
Net income (loss) attributable to Steel Dynamics, Inc.

$
354,750

$
227,985

$
(3,447)

$
(224,538)

$
354,750

18

21

~~STEEL DYNAMICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~Note 11. Condensed Consolidating Information (Continued)~~

Condensed Consolidating Statements of Cash Flows (in thousands)

For the six months ended,

Combined

Consolidating

Total
June 30, 2018

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Net cash provided by operating activities

$
190,271

$
300,720

$
190

$
12,787

$
503,968
Net cash used in investing activities

(528,618)

(59,728)

(4,901)

1,915

(591,332)
Net cash provided by (used in) financing activities

45,037

(255,401)

3,769

(14,702)

(221,297)
Decrease in cash, cash equivalents and restricted cash

(293,310)

(14,409)

(942)

-

(308,661)
  Cash, cash equivalents, and restricted cash at beginning of

     period

1,002,230

20,748

12,107

-

1,035,085
  Cash, cash equivalents, and restricted cash at end of period

$
708,920

$
6,339

$
11,165

$
-

$
726,424

For the six months ended,

Combined

Consolidating

Total
June 30, 2017

Parent

Guarantors

Non-Guarantors

Adjustments

Consolidated
Net cash provided by (used in) operating activities

$
60,900

$
279,513

$
(20,088)

$
1,115

$
321,440
Net cash used in investing activities

(33,305)

(22,599)

(503)

761

(55,646)
Net cash provided by (used in) financing activities

64,017

(268,175)

7,583

(1,876)

(198,451)
Increase (decrease) in cash, cash equivalents and restricted cash

91,612

(11,261)

(13,008)

-

67,343
  Cash, cash equivalents, and restricted cash at beginning of

     period

767,594

54,859

25,652

-

848,105
  Cash, cash equivalents, and restricted cash at end of period

$
859,206

$
43,598

$
12,644

$
-

$
915,448

Table of Contents

19

ITEM 2.~~MANAGEMENT’S~~ 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, manufacturing, appliance, pipe and tube, and other steel-consuming industries; (4) fluctuations in the cost of key raw materials and supplies (including steel scrap, iron units, zinc, graphite electrodes, 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;~~businesses or assets; (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 in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors for the year ended December 31, ~~2017,~~2018, 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 ~~annual~~ steelmaking and coating capacity of approximately 13 million tons and actual metals recycling ~~capability, with facilities located throughout~~volumes. Our primary source of revenues is from the ~~United States,~~manufacture and ~~in Mexico. We produce~~sale of steel products, ~~including hot roll, cold roll~~processing and coated sheet steel, structural steel beams and shapes, rail, engineered special-bar-quality steel, cold finished steel, merchant bar products, specialty steel sections and joist and deck. In addition, we produce liquid pig iron and process and sellsale of recycled ferrous and nonferrous ~~scrap.~~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 our 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 point in time control of the product transfers to the customer, upon shipment or delivery. Our steel fabrication operations ~~recognizes~~recognize revenues over time based on completed fabricated tons to date as a percentage of total 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 substrate, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities such as electricity and natural gas, and depreciation.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments. These costs include, among other items, labor and related benefits, professional services, insurance premiums, and property taxes. Company-wide profit sharing and amortization of intangible assets are each separately presented in the statement of ~~operations.~~income.

Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.

Other Expense (Income), net. Other income consists of interest income earned on our temporary cash deposits and ~~short term~~short-term 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.

20

22

Table of Contents

Acquisition of ~~Heartland Flat Roll Division (Heartland)~~United Steel Supply, LLC

On ~~June 29, 2018,~~March 1, 2019, we ~~completed our acquisition~~purchased 75% of ~~100%~~the equity interest of ~~Heartland~~United Steel ~~Processing,~~Supply, LLC ~~(formerly known as Companhia Siderurgica Nacional, LLC) (Heartland),~~(USS) for ~~an initial~~ cash ~~purchase price~~consideration of ~~$396.4~~$93.4 million, subject to customary actual working capital ~~transaction~~ purchase price ~~adjustments payable before year-end 2018. Located~~adjustments. Additionally, we have an option to purchase, and the sellers have the option to require us to purchase, the remaining 25% equity interest of USS in ~~Terre Haute, Indiana, Heartland produces various types~~the future. Headquartered in Austin, Texas, USS is a leading distributor of ~~higher-margin,~~painted Galvalume^® flat roll steel ~~by further processing hot roll coils into pickle~~used for roofing and ~~oil, cold roll,~~siding applications, with distribution centers strategically located in Mississippi, Indiana, Arkansas, and ~~galvanized products. The acquisition will expand~~Oregon. USS provides us a new, complementary distribution channel and connects us to a rapidly growing industry segment with customers that do not traditionally purchase steel directly from a steel producer. USS’s operating results from and after March 1, 2019, are reflected in our ~~annual flat roll~~financial statements in the steel shipping capacity of lighter-gauge and greater width flat roll steel offerings that will broaden and diversify our value-added product portfolio, and provide operational and logistics benefits to other nearby operations.operations reporting segment.

Results Overview

Our consolidated results for the second quarter ~~and first half~~ of ~~2018 benefited from continued strong~~2019 were constrained by a challenging steel pricing environment, as well as sharply falling scrap prices. While underlying domestic steel demand remained intact, customers were hesitant to place orders in ~~each of our three operating segments. Steel operations achieved record shipments and increased average selling prices~~a falling price environment, resulting in ~~second quarter 2018 compared to the same quarter~~inventory destocking, in ~~2017, while~~conjunction with weakening scrap prices. Likewise, our metals recycling operations ~~benefited from increased average selling prices and shipments~~experienced decreased operating income in the second quarter of 2019 compared to 2018, largely due to ~~strong domestic~~this scrap ~~demand.~~pricing environment and resulting slower scrap flows. The non-residential construction market remained strong, ~~resulting~~with increased average selling prices outpacing higher steel input costs in ~~improved year over year shipments for~~ our steel fabrication operations, with average selling prices continuing to rise. While our steel and metals recycling operations were able to achieve substantial growth in operating income, steel fabrication operations reported a decrease in operating income due to increases in steel input costs which outpaced higher average selling prices.

segment.

Consolidated operating income ~~increased $236.5~~decreased $216.9 million, or ~~89%~~43%, to ~~$501.9~~$285.0 million for the second quarter ~~2018,~~2019, compared to the record levels in the second quarter ~~2017.~~2018. Second quarter ~~2018~~2019 net income attributable to Steel Dynamics, Inc. ~~increased $208.5~~decreased $168.1 million, or ~~135%~~46%, to ~~$362.4~~$194.3 million, compared to the second quarter ~~2017, due to increased operating income along~~2018, consistent with the ~~reduction in the effective income tax rate post tax reform to 23.7% in the second quarter 2018 from 35.0% in the second quarter 2017.~~

decreased operating income.

Consolidated operating income ~~increased $225.4~~decreased $248.4 million, or ~~38%~~30%, to ~~$825.3~~$576.9 million for the first half ~~2018,~~of 2019, compared to the record levels in the first half ~~2017.~~of 2018. First half ~~2018~~2019 net income attributable to Steel Dynamics, Inc. ~~increased $235.2~~decreased $191.4 million, or ~~66%~~32%, to ~~$590.0~~$398.6 million, compared to the first half ~~2017, due to increased operating income along~~of 2018, consistent with the ~~reduction in the effective income tax rate post tax reform to 23.8% in the first half 2018 from 34.8% in the first half 2017.~~decreased operating income.

Segment Operating Results 2019 vs. 2018 ~~vs. 2017~~ (dollars in thousands)



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		% Change		2018	2019		% Change	2018
Net sales:
Steel Operations Segment	$	2,188,185	(10)%	$	2,435,688	$	4,388,350	(1)%	$	4,417,462
Metals Recycling Operations Segment		656,766	(26)%		884,095		1,393,811	(15)%		1,636,861
Steel Fabrication Operations Segment		241,424	11%		217,896		470,093	12%		419,599
Other		99,762	(19)%		123,080		213,258	(1)%		215,698
		3,186,137			3,660,759		6,465,512			6,689,620
Intra-company		(415,622)			(570,234)		(877,562)			(995,220)
	$	2,770,515	(10)%	$	3,090,525	$	5,587,950	(2)%	$	5,694,400

Operating income (loss):
Steel Operations Segment	$	291,411	(45)%	$	533,494	$	600,489	(31)%	$	868,056
Metals Recycling Operations Segment		7,619	(66)%		22,638		24,581	(48)%		47,353
Steel Fabrication Operations Segment		30,664	117%		14,144		51,287	51%		33,935
Other		(49,153)	23%		(63,618)		(106,073)	11%		(119,024)
		280,541			506,658		570,284			830,320
Intra-company		4,491			(4,771)		6,590			(5,036)
	$	285,032	(43)%	$	501,887	$	576,874	(30)%	$	825,284

Three Months Ended June 30,

Six Months Ended June 30,

2018

% Change

2017

2018

% Change

2017
Net sales:

  Steel Operations Segment
$
2,435,688

34%

$
1,821,952

$
4,417,462

23%

$
3,597,628
  Metals Recycling Operations Segment

884,095

27%

694,016

1,636,861

16%

1,414,153
  Steel Fabrication Operations Segment

217,896

10%

198,009

419,599

7%

392,117
  Other

123,080

34%

91,698

215,698

19%

180,983

3,660,759

2,805,675

6,689,620

5,584,881
  Intra-company

(570,234)

(414,955)

(995,220)

(825,945)

$
3,090,525

29%

$
2,390,720

$
5,694,400

20%

$
4,758,936

Operating income (loss):

  Steel Operations Segment
$
533,494

98%

$
269,929

$
868,056

40%

$
618,461
  Metals Recycling Operations Segment

22,638

37%

16,495

47,353

38%

34,344
  Steel Fabrication Operations Segment

14,144

(30)%

20,147

33,935

(23)%

43,873
  Other

(63,618)

(48)%

(43,110)

(119,024)

(23)%

(97,080)

506,658

263,461

830,320

599,598
  Intra-company

(4,771)

1,892

(5,036)

321

$
501,887

89%

$
265,353

$
825,284

38%

$
599,919

21

23

Table of Contents

Steel Operations Segment

Steel operations consist of our electric arc furnace steel mills, producing sheet and long products steel from ferrous scrap and scrap substitutes, utilizing continuous casting and automated rolling mills, with numerous downstream processing and coating lines, as well as IDI, our liquid pig iron production facility that supplies solely the Butler Flat Roll Division. Our steel operations sell a diverse portfolio of sheet and long products directly to end-users, steel fabricators, and service centers. These products are used in a wide variety of industry sectors, including the construction, automotive, manufacturing, transportation, heavy equipment and agriculture, and pipe and tube (including OCTG) ~~markets~~.markets. Steel operations accounted for ~~75%~~76% and ~~73%~~75% of our consolidated external net sales during the second quarter ~~of 2018~~ and ~~2017, respectively, and 75% and 73% during the~~ first half of 2019 and 2018, ~~and 2017,~~ respectively.

Steel Operations Segment Shipments (tons):



	Three Months Ended June 30,			Six Months Ended June 30,
	2019	% Change	2018	2019	% Change	2018

Total shipments	2,769,358	1%	2,733,936	5,453,769	4%	5,268,580
Intra-segment shipments	(280,024)		(145,998)	(527,427)		(267,651)
Steel Operations Segment shipments	2,489,334	(4)%	2,587,938	4,926,342	(1)%	5,000,929

External shipments	2,386,851	(4)%	2,480,223	4,734,060	(2)%	4,807,738

Three Months Ended June 30,

Six Months Ended June 30,

2018

% Change

2017

2018

% Change

2017

Total shipments
2,733,936

13%

2,421,897

5,268,580

7%

4,903,644
Intra-segment shipments
(145,998)

(88,571)

(267,651)

(191,356)
Steel Operations Segment Shipments
2,587,938

11%

2,333,326

5,000,929

6%

4,712,288

External shipments
2,480,223

10%

2,246,569

4,807,738

6%

4,551,649

24

Table of Contents

Segment Results ~~2018~~2019 vs. ~~2017~~2018

Overall domestic steel demand ~~improved~~remained steady during the second quarter of ~~2018,~~2019, with continued strength in the automotive, ~~construction~~energy and ~~energy sectors remaining strong, while general~~other industrial ~~demand continued~~sectors. However, a challenging steel pricing environment, due to ~~grow. Improved~~customer inventory destocking in conjunction with weakening scrap prices, led to decreasing steel ~~demand~~selling prices during the first quarter, and ~~product pricing resulted in record quarterly steel shipments and earnings from expanded margins.~~more so the second quarter, of 2019. Steel operations segment shipments ~~increased 11%~~decreased 4% in the second quarter ~~2018,~~2019, as compared to the same period in ~~2017, with long products in particular reporting strong gains over the prior year.~~2018. Net sales for the steel operations ~~increased 34%~~decreased 10% in the second quarter ~~2018~~2019 when compared to the same period in ~~2017,~~2018, due ~~primarily~~ to ~~an increase of $159 per ton, or 20%,~~decreases in ~~average~~overall steel selling prices, ~~consistent with increased steel market pricing.~~ ~~Our~~particularly in the sheet products, and decreased steel mill ~~utilization rate averaged 99% for the second quarter 2018, as compared to 91% in the second quarter 2017.~~ shipments. Net sales for the steel operations ~~increased 23%~~decreased 1% in the first half of ~~2018~~2019 when compared to the same period in ~~2017,~~2018, due ~~primarily~~ to ~~an increase of $119 per ton, or 16%,~~decreases in average steel selling prices, ~~consistent with increased~~largely offset by the additional sales at our acquired Heartland Flat Roll Division (June 2018) and USS (March 2019) operations, which account for approximately 7% of steel ~~market demand and product pricing.~~segment shipments in the first half of 2019.

22

Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately ~~60%~~50 to 60 percent of our steel mill operations’ manufacturing ~~costs, excluding the operations of The Techs and Vulcan, which purchase, rather than produce, the steel they further process.~~costs. Our metallic raw material cost per net ton consumed in our steel operations ~~increased $45,~~decreased $32, or ~~15%~~9%, in the second quarter ~~2018,~~2019, compared to the same period in ~~2017,~~2018, consistent with overall ~~increased~~decreased domestic scrap ~~pricing~~.pricing. In the first half of ~~2018,~~2019, our metallic raw material cost per ton ~~increased $51,~~decreased $7, or ~~18%~~2% compared to the same period in ~~2017.~~

2018.

As a result of average selling prices ~~increasing~~decreasing more than scrap costs, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap ~~consumed) increased 24%~~consumed in our steel mills) decreased 9% in the second quarter ~~2018~~2019 compared to the second quarter ~~2017. Operating~~2018. Due to this metal spread contraction, most notably in sheet steel, operating income for the steel operations ~~increased 98%~~decreased 45%, to ~~$533.5~~$291.4 million, in the second quarter ~~2018,~~2019, compared to the record levels in the same period in ~~2017, due to metal spread expansion and increased shipments.~~2018. First half ~~2018~~2019 operating income ~~increased 40%~~decreased 31%, to ~~$868.1~~$600.5 million, compared to the first half of ~~2017,~~2018 record levels, again due to ~~improved~~decreased metal spreads and ~~shipping volumes.~~steel mill shipments.

Metals Recycling Operations Segment

Metals recycling operations consists solely of OmniSource and includes both ferrous and nonferrous scrap metal processing, transportation, marketing, and brokerage 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 (ranging from ~~62%~~64% to ~~65%~~66% 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 12% and 14% of our consolidated external net sales during ~~the~~ second ~~quarters of 2018~~quarter and ~~2017, and 14% and 15% during the~~ first half of ~~2018~~2019 and ~~2017,~~2018, respectively.

Metals Recycling Operations Shipments:



	Three Months Ended June 30,			Six Months Ended June 30,
	2019	% Change	2018	2019	% Change	2018
Ferrous metal (gross tons)
Total	1,189,679	(12)%	1,347,016	2,361,040	(9)%	2,603,915
Inter-company	(764,202)		(880,891)	(1,552,722)		(1,700,800)
External shipments	425,477	(9)%	466,125	808,318	(10)%	903,115

Nonferrous metals (thousands of pounds)
Total	266,222	(12)%	304,034	558,260	(3)%	575,662
Inter-company	(34,671)		(40,306)	(73,779)		(61,161)
External shipments	231,551	(12)%	263,728	484,481	(6)%	514,501

Three Months Ended June 30,

Six Months Ended June 30,

2018

% Change

2017

2018

% Change

2017
Ferrous metal (gross tons)

  Total
1,347,016

10%

1,222,777

2,603,915

2%

2,561,376
  Inter-company
(880,891)

(756,271)

(1,700,800)

(1,609,456)
     External shipments
466,125

-

466,506

903,115

(5)%

951,920

Nonferrous metals (thousands of pounds)

  Total
304,034

12%

270,444

575,662

4%

554,047
  Inter-company
(40,306)

(39,880)

(61,161)

(70,547)
     External shipments
263,728

14%

230,564

514,501

6%

483,500

23

Segment Results ~~2018~~2019 vs. ~~2017~~2018

Our metals recycling operations ~~benefited from stronger domestic~~were negatively impacted during the first half, and more so the second quarter of 2019 by rapidly falling ferrous and nonferrous scrap prices compared to 2018, and a somewhat soft steel ~~mill demand~~market as customers were reluctant to purchase during a falling pricing environment, opting instead to defer purchases until prices reach an inflection point. Net sales decreased 26% during the second quarter ~~2018, as overall domestic steel mill utilization was approximately 76% in the second quarter~~ of ~~2018, compared to 74% in the same 2017 period. Net sales increased 27% in the second quarter 2018 as~~2019 compared to the same period in ~~2017,~~2018, driven primarily by ~~increased pricing~~decreased ferrous metals

25

Table of Contents

shipments and ~~shipments for both ferrous and nonferrous metals. Ferrous scrap~~ average selling ~~prices increased 15% during~~prices. Ferrous shipments to our own steel mills decreased by 13% in the second quarter ~~2018~~2019, compared to the same period in ~~2017,~~2018, as our steel mill utilization percentage decreased from 99% to 89% year over year. Ferrous scrap average selling prices decreased 18% during the second quarter 2019 compared to the same period in 2018, while nonferrous average selling prices ~~increased~~decreased 12%. ~~Nonferrous~~Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) ~~increased 12% on increased~~decreased 11%, as selling prices ~~while ferrous metal spread contracted 5%, as higher~~decreased more than unprocessed scrap procurement costs, ~~more than offset higher selling prices. Ferrous shipments to our own steel mills~~while nonferrous metal spread increased ~~by 16% in the second quarter 2018, compared to the same period in 2017.~~3%. Metals recycling operations operating income decreased 66% to $7.6 million in the second quarter 2019 compared to the second quarter 2018 operating income of $22.6 million, ~~increased 37% from the second quarter 2017 operating income of $16.5 million,~~ due to ~~increased~~decreased ferrous and nonferrous shipments ~~coupled with improved nonferrous~~and ferrous metal ~~spread.~~

spread contraction.

Net sales for our metals recycling operations ~~increased 16%~~decreased 15% in the first half of ~~2018~~2019 as compared to the same period in ~~2017,~~2018, driven by ~~increased~~decreased pricing and ~~shipments on continued strong domestic steel scrap demand.~~shipments. Ferrous scrap average selling prices ~~increased 14%~~decreased 11% during the first half of ~~2018~~2019 compared to the same period in ~~2017,~~2018, while nonferrous average selling prices ~~increased 10%~~decreased 4%. Nonferrous metal spread ~~increased 17% on increased selling prices,~~was flat, while ferrous metal spread ~~was flat~~decreased 10% in the first half of ~~2018~~2019 compared to the first half of ~~2017.~~2018. Metals recycling operations operating income in the first half of ~~2018~~2019 of ~~$47.4~~$24.6 million ~~increased 38%~~decreased 48% from the first half of ~~2017~~2018 operating income of ~~$34.3~~$47.4 million, due to ~~increased~~decreased ferrous and nonferrous shipments, ~~coupled with improved nonferrous~~and ferrous metal ~~spread.~~spread contraction.

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 7% of our consolidated external net sales during the second ~~quarter~~quarters of 2019 and 2018, respectively, and 8% and 7% during the first half of 2019 and 2018, ~~and 8% during the same periods in 2017.~~respectively.

Segment Results ~~2018~~2019 vs. ~~2017~~2018

Net sales for the steel fabrication operations increased ~~$19.9~~$23.5 million, or ~~10%~~11%, during the second quarter ~~2018,~~ 2019, compared to the same period in ~~2017,~~2018, as ~~shipments increased 5%, and~~ average selling prices increased ~~$69~~$158 per ton, or ~~5%.~~11%, while shipments were comparable. Net sales for the segment increased ~~$27.5~~$50.5 million, or 7%12%, during the first half of ~~2018,~~ 2019, compared to the same period in ~~2017,~~2018, as shipments ~~increased~~decreased 2%, and average selling prices increased ~~$62~~$192 per ton, or 5%14%. Our steel fabrication operations continue to leverage our national operating footprint to sustain ~~and improve~~ market share. Market demand and ~~order backlogs~~orders continue to be strong ~~as our customer base remains optimistic about~~for non-residential construction project ~~development.~~

26

Table of Contents

development; however, wet weather and other construction delays during the first half of 2019 somewhat restricted shipments compared to the same period in 2018.

24

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 17%~~slightly in the second quarter ~~2018,~~2019, as compared to the same period in ~~2017 consistent with increased selling prices discussed~~2018, but was more than offset by the 11% increase in ~~the steel operations results, while~~ average selling ~~prices increased only 5%, with resulting~~prices. As a result, metal spread (which we define as the difference between average selling prices and the cost of purchased steel) ~~decreasing 9% on a per ton basis~~. ~~Operating income decreased $6.0 million, or 30%, to $14.1 million~~increased 28% in the second quarter ~~2018~~2019 compared to the same period in ~~2017,~~2018. Operating income increased 117% to $30.7 million in the second quarter 2019 compared to the same period in 2018, due to ~~increased steel input costs outpacing price and volume increases.~~the increases in metal spread. For the first half of ~~2018,~~2019, operating income ~~decreased $9.9~~increased 51% to $51.3 million ~~or 23%,~~ compared to the first half of ~~2017, again~~2018, due to increased average selling prices outpacing increases in steel input costs, ~~outpacing price and volume increases,~~ as metal ~~spreads decreased 4%~~spread increased 17% period over period.

Other Operations

~~Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our~~ ~~Minnesota ironmaking operations that have been idle since May 2015,~~ 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.

Second ~~Quarter~~quarter Consolidated Results ~~2018~~2019 vs. ~~2017~~2018

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $106.3 million during the second quarter 2019 increased 5% from $101.0 million during the second quarter 2018, ~~increased 3% from $98.4 million during the second quarter 2017,~~ representing ~~3.3%~~3.8% and ~~4.1%~~3.3% of net sales, respectively. Profit sharing expense during the second quarter of ~~2018~~2019 of ~~$42.3~~$22.9 million was ~~nearly double~~down 46% from the ~~$21.3~~$42.3 million during the same period in ~~2017,~~2018, consistent with ~~increases~~decreases in pretax income ~~before income taxes.~~from record levels in 2018.

Interest Expense, net of Capitalized Interest.During the second quarter ~~2018,~~2019, interest expense ~~decreased 7%~~of $32.3 million was comparable to the $31.5 ~~million from $33.9~~ million during the ~~same period in 2017, due primarily to the call and repayment~~second quarter of ~~our $350.0 million 6.375% senior notes due 2022, with 4.125% senior notes due 2025 in the latter half of 2017.~~2018, on consistent debt levels.

Income Tax ~~Expense~~. ~~During the second~~Expense. Second quarter ~~2018, our~~2019 income tax expense of $60.2 million, at an effective income tax rate of 23.4%, was down 47% from the $112.8 million, at an effective income tax rate of 23.7%, ~~as compared to $82.4 million at an effective income tax rate of 35.0%,~~ during the second quarter ~~2017. The lower effective tax rate in~~ 2018, ~~is due primarily to the enacted Tax Cuts and Jobs Act of 2017, signed into law in December 2017, which lowered the federal income tax rate from 35% to 21% in 2018.~~consistent with decreased pretax income.

First Six Months Consolidated Results ~~2018~~2019 vs. ~~2017~~2018

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $217.3 million during the first half of 2019 increased 5% from $207.5 million during the first half of 2018, ~~increased 3% from $201.4 million during the first half of 2017,~~ representing ~~3.6%~~3.9% and ~~4.2%~~3.6% of net sales, respectively. Profit sharing expense during the first half of ~~2018~~2019 of ~~$69.0~~$46.5 million ~~increased 42%~~decreased 33% from the ~~$48.5~~$69.0 million during the same period in ~~2017,~~2018, consistent with ~~increases~~decreases in pretax income ~~before income taxes.~~from record levels in 2018.

Interest Expense, net of Capitalized Interest. During the first half of 2019 and 2018, interest expense ~~decreased 6% to~~was $63.4 million from $67.8 million during the same period in 2017, due primarily to the call and repayment of our $350.0 million 6.375% senior notes due 2022, with 4.125% senior notes due 2025 in the latter half of 2017.on consistent debt levels.

Income Tax Expense. ~~During the first~~First half ~~of 2018, our~~2019 income tax expense of $122.5 million, at an effective income tax rate of 23.4%, was down 33% from the $183.3 million, at an effective income tax rate of 23.8%, ~~as compared to $188.0 million at an effective income tax rate of 34.8%,~~ during the first half ~~of 2017. The lower effective tax rate in~~ 2018, ~~is due primarily to the enacted Tax Cuts and Jobs Act of 2017, signed into law in December 2017, which lowered the federal income tax rate from 35% to 21% in 2018.~~

25

consistent with decreased pretax income.

Liquidity and Capital Resources

~~Heartland Acquisition.~~ ~~In June 2018, we used $396.4 million of available cash to acquire 100% of Heartland.~~

Capital Resources and ~~Long‑term~~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, stock repurchases, 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~~.Revolver. Our liquidity at June 30, ~~2018,~~2019, is as follows (in thousands):



Cash and equivalents	$	972,561
Short-term investments		114,154
Revolver availability		1,188,142
Total liquidity	$	2,274,857

27

	~~Cash and equivalents~~	$	~~720,445~~
	~~Short term investments~~		~~90,000~~
	~~Revolver availability~~		~~1,188,139~~
	~~Total liquidity~~	$	~~1,998,584~~

Table of Contents

Our total outstanding debt ~~decreased $11.5~~increased $51.3 million during the first half of ~~2018~~2019 primarily due to ~~decreased~~ revolving ~~credit facility borrowings at one~~debt assumed in conjunction with our acquisition of ~~our controlled subsidiaries.~~USS. Our total long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) ~~decreased to 39.0%~~was 37.5% and 37.9% at June 30, ~~2018, compared to 41.9% at~~2019, and December 31, ~~2017.~~

2018, respectively.

Our senior secured credit facility (Facility), which provides a $1.2 billion Revolver, ~~was renewed and extended~~matures in ~~June 2018 to extend maturity to~~ June 2023. 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 June 30, ~~2018,~~2019, 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 LTM 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 June 30, ~~2018,~~2019, our interest coverage ratio and net debt leverage ratio were ~~13.14:~~14.80:1.00 and ~~1.07:~~0.98:1.00, respectively. We were, therefore, in compliance with these covenants at June 30, ~~2018,~~2019, and we anticipate we will continue to be in compliance during the next twelve ~~months~~. months.

Working Capital.We generated cash flow from operations of ~~$504.0~~$543.0 million in the first half of ~~2018.~~2019. Operational working capital (representing amounts invested in trade receivables and inventories, less current liabilities other than income taxes payable and debt) increased ~~$354.0~~$60.8 million, excluding the effect of acquired ~~Heartland~~USS working capital, to $2.0 billion at June 30, 2019, due primarily to decreased accrued expenses, as our 2018 ~~consistent with increases~~accrued profit sharing was paid in ~~volumes, pricing and profitability during~~ the first ~~half~~quarter of ~~2018~~. 2019.

Capital Investments.During the first half of ~~2018,~~2019, we invested ~~$105.8~~$139.6 million in property, plant and equipment, primarily within our steel operations segment, compared with ~~$85.0~~$105.8 million invested during the same period in ~~2017.~~2018.

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 ~~21%~~28% to ~~$0.1875~~$0.2400 per share in the first quarter ~~2018~~2019 (from ~~$0.155~~$0.1875 per share in ~~2017)~~2018), resulting in declared cash dividends of ~~$88.3~~$106.3 million during the first half of ~~2018,~~2019, compared to ~~$74.7~~$88.3 million during the same period in ~~2017.~~2018. We paid cash dividends of ~~$81.1~~$95.7 million and ~~$71.7~~$81.1 million during the first half of ~~2018~~2019 and ~~2017,~~2018, 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~~.pay.

26

Other.In ~~2016, the~~August 2018, our board of directors authorized a share repurchase program of up to ~~$450~~$750 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 ~~2.6~~3.2 million shares of our common stock for ~~$118.4~~$93.1 million in the second quarter of 2019 pursuant to this program. We acquired 5.5 million shares of our common stock for $177.4 million in the first half of ~~2018 pursuant~~2019, leaving $221.7 million remaining available to ~~this~~purchase under the program. See Part II, ~~Other Information,~~ Item 2 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

28

Table of Contents

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.~~expenditures.

ITEM 3.~~QUANTITATIVE~~ 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, zinc, and electrodes. 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, zinc, and electrodes. 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 5 years for physical commodity requirements and commodity transportation requirements, and for up to 1113 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 idle Minnesota ironmaking ~~operations which have been idle since May 2015.~~operations. 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 ~~2018,~~2020, which 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~~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 June 30, ~~2018,~~2019, we had a cumulative unrealized ~~gain~~loss associated with these financial contracts of ~~$6.4 million,~~$220,000, 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~~ CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

As required, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, ~~2018,~~2019, the end of the period covered by this quarterly report, our disclosure controls and procedures were designed to provide and were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in Internal Controls Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, ~~2018,~~2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

27

29

Table of Contents

PART II OTHER INFORMATION

ITEM 1.~~LEG~~AL 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~~.

liquidity.

We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or 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 ~~$436,000~~$454,000 is recorded in our financial statements as of June 30, ~~2018.~~2019.

ITEM 1A.RISK 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, ~~2017.~~2018.

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

(c)

Issuer Purchases of Equity Securities

~~(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
June 30, ~~2018.~~2019.



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 June 30, 2019

April 1 - 30	749,819		$	32.03		749,819		$	290,825
May 1 - 31	1,611,047			29.81		1,611,047			242,794
June 1 - 30	801,038			26.33		801,038			221,704
	3,161,904					3,161,904

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 June 30, 2018

    April 1 - 30

177,222

$
44.72

177,222

$
95,530

    May 1 - 31

426,527

46.90

426,527

75,528

    June 1 - 30

456,295

46.50

456,295

54,310

1,060,044

1,060,044

(1)

~~(1)~~

On ~~October 18, 2016,~~September 4, 2018, we announced that our board of directors had authorized a share ~~repurchase~~purchase program of up to ~~$450.0~~$750.0 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~~ DEFAULTS UPON SENIOR SECURITIES

None.

~~None~~.

ITEM 4.MINE MINE SAFETY DISCLOSURES

Information required to be furnished 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 included in Exhibit 95 to this quarterly report. There are no mine safety disclosures to report for the three months ended June 30, ~~2018,~~2019, therefore, no Exhibit 95 is required.

ITEM 5.OT OTHER INFORMATION

None.

~~HER INFORMATION~~

30

Table of Contents

~~None~~.

ITEM 6.EXHIBITS

Reference is made to the Exhibit Index preceding the signature page hereto, which Exhibit Index is hereby incorporated into this item.

EXHIBIT INDEX

28


		Articles of Incorporation
~~EXHIBIT INDEX~~

~~Articles of Incorporation~~
3.1e*	3.1	Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., reflecting ~~amended and replaced Article VII, made as of~~all amendments thereto through May 17, 2018, incorporated herein by reference from Exhibit 3.1e to our Form 10Q filed August 9, 2018.

~~Executive Officer Certifications~~3.2	Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments thereto through October 17, 2018, incorporated herein by reference from Exhibit 3.2d to our Form 10Q filed November 7, 2018.

Executive Officer Certifications

31.1*		Certification of Chief Executive Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the ~~Sarbanes‑Oxley~~SarbanesOxley Act of 2002.

31.2*		Certification of Chief Financial Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the ~~Sarbanes‑Oxley~~SarbanesOxley 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~~SarbanesOxley 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~~SarbanesOxley Act of 2002.

Other

95**		Mine Safety Disclosures.

				XBRL Documents
~~XBRL Documents~~

101.INS*		XBRL Instance Document	- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

*~~Filed concurrently herewith~~

**
**
Inapplicable for purposes of this report

31

Table of ~~this report~~

29

Contents

~~SIGNATURE~~

SIGNATURE

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

~~August 9, 2018~~

August 9, 2019


STEEL DYNAMICS, INC.

~~By:~~	By:	/s/ Theresa E. Wagler
		Theresa E. Wagler
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

30

32



	June 30,		December 31,
	2018		2017
Assets	(unaudited)
Current assets
Cash and equivalents	$	720,445	$	1,028,649
Short term investments		90,000		-
Accounts receivable, net		1,175,795		846,415
Accounts receivable-related parties		4,388		22,422
Inventories		1,787,109		1,519,347
Other current assets		39,927		91,509
Total current assets		3,817,664		3,508,342

Property, plant and equipment, net		2,909,033		2,675,904

Intangible assets, net		243,154		256,909
Goodwill		508,275		386,893
Other assets		26,395		27,684
Total assets	$	7,504,521	$	6,855,732
Liabilities and Equity
Current liabilities
Accounts payable	$	657,496	$	473,765
Accounts payable-related parties		18,305		15,683
Income taxes payable		38,273		3,696
Accrued payroll and benefits		170,470		195,909
Accrued interest		25,542		25,533
Accrued expenses		130,234		125,138
Current maturities of long-term debt		18,266		28,795
Total current liabilities		1,058,586		868,519

Long-term debt		2,352,127		2,353,145
Deferred income taxes		375,719		305,949
Other liabilities		18,330		21,811
Total liabilities		3,804,762		3,549,424

Commitments and contingencies

Redeemable noncontrolling interests		111,240		111,240

Equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized;
265,006,573 and 265,003,133 shares issued; and 235,096,384 and 237,396,839
shares outstanding, as of June 30, 2018 and December 31, 2017, respectively		644		644
Treasury stock, at cost; 29,910,189 and 27,606,294 shares,
as of June 30, 2018 and December 31, 2017 respectively		(779,088)		(665,297)
Additional paid-in capital		1,149,367		1,141,534
Retained earnings		3,376,163		2,874,693
Accumulated other comprehensive loss		(105)		-
Total Steel Dynamics, Inc. equity		3,746,981		3,351,574
Noncontrolling interests		(158,462)		(156,506)
Total equity		3,588,519		3,195,068
Total liabilities and equity	$	7,504,521	$	6,855,732



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017

Net sales
Unrelated parties	$	3,083,822	$	2,347,304	$	5,681,134	$	4,666,967
Related parties		6,703		43,416		13,266		91,969
Total net sales		3,090,525		2,390,720		5,694,400		4,758,936

Costs of goods sold		2,438,443		1,998,202		4,578,902		3,894,264
Gross profit		652,082		392,518		1,115,498		864,672

Selling, general and administrative expenses		101,031		98,433		207,462		201,366
Profit sharing		42,335		21,308		68,997		48,539
Amortization of intangible assets		6,829		7,424		13,755		14,848
Operating income		501,887		265,353		825,284		599,919

Interest expense, net of capitalized interest		31,512		33,869		63,408		67,842
Other income, net		(5,035)		(3,835)		(9,498)		(7,494)
Income before income taxes		475,410		235,319		771,374		539,571

Income tax expense		112,838		82,372		183,327		187,958
Net income		362,572		152,947		588,047		351,613

Net (income) loss attributable to noncontrolling interests		(123)		986		1,953		3,137
Net income attributable to Steel Dynamics, Inc.	$	362,449	$	153,933	$	590,000	$	354,750



Basic earnings per share attributable to Steel Dynamics,
Inc. stockholders	$	1.54	$	0.64	$	2.50	$	1.47

Weighted average common shares outstanding		235,617		241,343		236,120		242,143

Diluted earnings per share attributable to Steel Dynamics, Inc.
stockholders, including the effect of assumed conversions
when dilutive	$	1.53	$	0.63	$	2.49	$	1.46

Weighted average common shares and share equivalents outstanding		236,945		243,021		237,334		243,784

Dividends declared per share	$	0.1875	$	0.1550	$	0.3750	$	0.3100



	Three Months Ended June 30,
	2018					2017
	Net Income		Shares	Per Share		Net Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic earnings per share	$	362,449	235,617	$	1.54	$	153,933	241,343	$	0.64
Dilutive common share equivalents		-	1,328				-	1,678
Diluted earnings per share	$	362,449	236,945	$	1.53	$	153,933	243,021	$	0.63



	Six Months Ended June 30,
	2018						2017
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	590,000		236,120	$	2.50	$	354,750		242,143	$	1.47
Dilutive common share equivalents		-		1,214				-		1,641
Diluted earnings per share	$	590,000		237,334	$	2.49	$	354,750		243,784	$	1.46



		Asset Derivatives				Liability Derivatives
	Balance sheet	Fair Value				Fair Value
	location	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
Derivative instruments designated as hedges
Commodity futures	Other current assets	$	6,594	$	1,211	$	829	$	5,364

Derivative instruments not designated as hedges
Commodity futures	Other current assets		2,499		1,579		1,868		5,142
Total derivative instruments		$	9,093	$	2,790	$	2,697	$	10,506



			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
June 30, 2018
Commodity futures – financial assets	$	9,093	$	-	$	9,093	$	-
Commodity futures – financial liabilities		2,697		-		2,697		-

December 31, 2017
Commodity futures – financial assets	$	2,790	$	-	$	2,790	$	-
Commodity futures – financial liabilities		10,506		-		10,506		-



			Metals		Steel
For the three months ended	Steel		Recycling		Fabrication
June 30, 2018	Operations		Operations		Operations		Other			Eliminations			Consolidated

Net Sales - disaggregated revenue
External	$	2,127,545	$	347,784	$	217,438	$	122,956		$	-		$	2,815,723
External Non-U.S.		197,882		76,920		-		-			-			274,802
Other segments		110,261		459,391		458		124			(570,234)			-
		2,435,688		884,095		217,896		123,080			(570,234)			3,090,525
Operating income (loss)		533,494		22,638		14,144		(63,618)	(1)		(4,771)	(2)		501,887
Income (loss) before income taxes		516,399		20,965		12,640		(69,828)			(4,766)			475,410
Depreciation and amortization		61,769		11,553		2,946		2,852			-			79,120
Capital expenditures		42,008		8,947		2,054		2,194			-			55,203

As of June 30, 2018
Assets	$	5,124,897	$	1,025,875	$	423,406	$	1,040,893	(3)	$	(110,550)	(4)	$	7,504,521


Footnotes related to the three months ended June 30, 2017, segment results (in millions):

(1)	Corporate SG&A	$	(13.4)	(2)	Gross profit increase from intra-company sales	$	1.9
	Company-wide equity-based compensation		(7.1)
	Profit sharing		(20.1)
	Other, net		(2.5)
		$	(43.1)



			Metals		Steel
For the six months ended	Steel		Recycling		Fabrication
June 30, 2018	Operations		Operations		Operations		Other			Eliminations			Consolidated

Net Sales - disaggregated revenue
External	$	3,959,848	$	677,656	$	418,875	$	215,427		$	-		$	5,271,806
External Non-U.S.		287,368		135,170		56		-			-			422,594
Other segments		170,246		824,035		668		271			(995,220)			-
		4,417,462		1,636,861		419,599		215,698			(995,220)			5,694,400
Operating income (loss)		868,056		47,353		33,935		(119,024)	(1)		(5,036)	(2)		825,284
Income (loss) before income taxes		832,204		43,970		31,097		(130,861)			(5,036)			771,374
Depreciation and amortization		120,910		23,111		5,844		5,390			-			155,255
Capital expenditures		80,410		15,893		4,131		5,375			-			105,809


Footnotes related to the six months ended June 30, 2017, segment results (in millions):

(1)	Corporate SG&A	$	(25.8)	(2)	Gross profit increase from intra-company sales	$	0.3
	Company-wide equity-based compensation		(16.7)
	Profit sharing		(46.6)
	Other, net		(8.0)
		$	(97.1)

					��

Condensed Consolidating Balance Sheets (in thousands)
					Combined		Consolidating		Total
As of June 30, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Cash and equivalents	$	708,920	$	5,665	$	5,860	$	-	$	720,445
Short term investments		75,000		15,000		-		-		90,000
Accounts receivable, net		384,970		1,669,178		32,324		(906,289)		1,180,183
Inventories		743,750		1,012,791		41,504		(10,936)		1,787,109
Other current assets		22,296		18,951		4,046		(5,366)		39,927
Total current assets		1,934,936		2,721,585		83,734		(922,591)		3,817,664
Property, plant and equipment, net		856,914		1,891,001		161,118		-		2,909,033
Intangible assets, net		-		243,154		-		-		243,154
Goodwill		-		508,275		-		-		508,275
Other assets, including investments in subs		2,998,695		6,442		5,479		(2,984,221)		26,395
Total assets	$	5,790,545	$	5,370,457	$	250,331	$	(3,906,812)	$	7,504,521

Accounts payable	$	241,107	$	420,996	$	89,257	$	(75,559)	$	675,801
Accrued expenses		238,141		264,267		8,222		(146,111)		364,519
Current maturities of long-term debt		761		1,320		49,879		(33,694)		18,266
Total current liabilities		480,009		686,583		147,358		(255,364)		1,058,586
Long-term debt		2,325,663		964		165,230		(139,730)		2,352,127
Other liabilities		(762,108)		764,761		33,898		357,498		394,049
Total liabilities		2,043,564		1,452,308		346,486		(37,596)		3,804,762

Redeemable noncontrolling interests		-		-		111,240		-		111,240

Common stock		644		1,727,859		15,016		(1,742,875)		644
Treasury stock		(779,088)		-		-		-		(779,088)
Additional paid-in-capital		1,149,367		690,735		689,502		(1,380,237)		1,149,367
Retained earnings (deficit)		3,376,163		1,499,555		(753,451)		(746,104)		3,376,163
Accumulated other comprehensive loss		(105)		-		-		-		(105)
Total Steel Dynamics, Inc. equity		3,746,981		3,918,149		(48,933)		(3,869,216)		3,746,981
Noncontrolling interests		-		-		(158,462)		-		(158,462)
Total equity		3,746,981		3,918,149		(207,395)		(3,869,216)		3,588,519
Total liabilities and equity	$	5,790,545	$	5,370,457	$	250,331	$	(3,906,812)	$	7,504,521



Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,					Combined		Consolidating		Total
June 30, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	1,294,096	$	3,405,216	$	156,308	$	(1,765,095)	$	3,090,525
Costs of goods sold		970,636		3,038,284		153,104		(1,723,581)		2,438,443
Gross profit		323,460		366,932		3,204		(41,514)		652,082
Selling, general and administrative		77,088		75,923		2,400		(5,216)		150,195
Operating income		246,372		291,009		804		(36,298)		501,887
Interest expense, net of capitalized interest		19,386		11,593		3,089		(2,556)		31,512
Other income, net		(5,975)		(1,595)		(13)		2,548		(5,035)
Income (loss) before income taxes and
equity in net income of subsidiaries		232,961		281,011		(2,272)		(36,290)		475,410
Income taxes (benefit)		51,738		69,910		(101)		(8,709)		112,838
		181,223		211,101		(2,171)		(27,581)		362,572
Equity in net income of subsidiaries		181,226		-		-		(181,226)		-
Net income attributable to noncontrolling interests		-		-		(123)		-		(123)
Net income (loss) attributable to Steel Dynamics, Inc.	$	362,449	$	211,101	$	(2,294)	$	(208,807)	$	362,449



For the six months ended,					Combined		Consolidating		Total
June 30, 2018	Parent		Guarantors		Non-Guarantors		Adjustments		Consolidated
Net sales	$	2,330,770	$	6,263,935	$	273,305	$	(3,173,610)	$	5,694,400
Costs of goods sold		1,789,781		5,620,035		271,602		(3,102,516)		4,578,902
Gross profit		540,989		643,900		1,703		(71,094)		1,115,498
Selling, general and administrative		140,015		155,295		5,576		(10,672)		290,214
Operating income (loss)		400,974		488,605		(3,873)		(60,422)		825,284
Interest expense, net of capitalized interest		38,009		24,304		6,355		(5,260)		63,408
Other income, net		(11,178)		(3,320)		(259)		5,259		(9,498)
Income (loss) before income taxes and
equity in net income of subsidiaries		374,143		467,621		(9,969)		(60,421)		771,374
Income taxes		81,484		116,328		110		(14,595)		183,327
		292,659		351,293		(10,079)		(45,826)		588,047
Equity in net income of subsidiaries		297,341		-		-		(297,341)		-
Net loss attributable to noncontrolling interests		-		-		1,953		-		1,953
Net income (loss) attributable to Steel Dynamics, Inc.	$	590,000	$	351,293	$	(8,126)	$	(343,167)	$	590,000


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 June 30, 2018

April 1 - 30	177,222		$	44.72		177,222		$	95,530
May 1 - 31	426,527			46.90		426,527			75,528
June 1 - 30	456,295			46.50		456,295			54,310
	1,060,044					1,060,044