UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2010

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

Commission File Number 0-21719

Steel Dynamics, Inc.

(Exact name of registrant as specified in its charter)

Indiana		35-1929476
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7575 West Jefferson Blvd, Fort Wayne, IN		46804
(Address of principal executive offices)		(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

(Check one):

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

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

As of May 3, 2010, Registrant had 216,534,684 outstanding shares of common stock.

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STEEL DYNAMICS, INC.

Table of Contents

PART I. Financial Information

		Page

Item 1.	Financial Statements:

	Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009	1

	Consolidated Statements of Operations for the three month periods ended March 31, 2010 and 2009 (unaudited)	2

	Consolidated Statements of Cash Flows for the three month periods ended March 31, 2010 and 2009 (unaudited)	3

	Notes to Consolidated Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Controls and Procedures	20

PART II. Other Information

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

	Signatures	22

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STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	March 31,			December 31,
	2010			2009
	(unaudited)
Assets
Current assets
Cash and equivalents	$	225,506		$	9,008
Accounts receivable, net	615,624			396,036
Accounts receivable-related parties	34,108			30,556
Inventories	900,889			852,831
Deferred income taxes	21,585			21,492
Income taxes receivable	124,950			137,024
Other current assets	12,091			9,856
Total current assets	1,934,753			1,456,803

Property, plant and equipment, net	2,240,375			2,254,050

Restricted cash	10,547			12,595
Intangible assets, net	522,245			533,510
Goodwill	756,624			758,259
Other assets	117,578			114,655
Total assets	$	5,582,122		$	5,129,872

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	380,284		$	255,520
Accounts payable-related parties	10,028			6,765
Income taxes payable	30,723			5,664
Accrued expenses	202,961			156,570
Accrued profit sharing	9,682			2,860
Senior secured revolving credit facility, due 2012	—			167,000
Current maturities of long-term debt	6,333			1,182
Total current liabilities	640,011			595,561

Long-term debt
7 3/8% senior notes, due 2012	700,000			700,000
5.125% convertible senior notes, due 2014	287,500			287,500
6 ¾% senior notes, due 2015	500,000			500,000
7 ¾% senior notes, due 2016	500,000			500,000
7 5/8% notes, due 2020	350,000			—
Other long-term debt	62,364			67,072
	2,399,864			2,054,572

Deferred income taxes	423,395			416,468
Other liabilities	60,957			60,006

Commitments and contingencies

Stockholders’ equity
Common stock voting, $.0025 par value; 900,000,000 shares authorized; 252,908,444 and 252,589,627 shares issued; and 216,437,175 and 215,999,801 shares outstanding, as of March 31, 2010 and December 31, 2009, respectively	630			629
Treasury stock, at cost; 36,471,269 and 36,589,826 shares, as of March 31, 2010 and December 31, 2009, respectively	(728,489		)	(730,857		)
Additional paid-in capital	978,090			972,985
Retained earnings	1,794,247			1,745,511
Total Steel Dynamics, Inc. stockholders’ equity	2,044,478			1,988,268
Noncontrolling interests	13,417			14,997
Total stockholders’ equity	2,057,895			2,003,265
Total liabilities and stockholders’ equity	$	5,582,122		$	5,129,872

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended
	March 31,
	2010			2009

Net sales
Unrelated parties	$	1,496,082		$	787,810
Related parties	59,708			26,840
Total net sales	1,555,790			814,650

Costs of goods sold	1,345,308			855,277
Gross profit (loss)	210,482			(40,627		)

Selling, general and administrative expenses	57,160			57,320
Profit sharing	9,444			(42		)
Amortization of intangibles	11,581			15,698
Total selling, general and administrative expenses	78,185			72,976

Operating income (loss)	132,297			(113,603		)

Interest expense, net of capitalized interest	37,515			36,251
Other income, net	(3,081		)	(748		)
Income (loss) before income taxes	97,863			(149,106		)

Income taxes (benefit)	34,474			(59,332		)

Net income (loss)	63,389			(89,774		)

Net loss attributable to noncontrolling interests	1,580			1,912

Net income (loss) attributable to Steel Dynamics, Inc.	$	64,969		$	(87,862	)

Basic earnings (loss) per share attributable to Steel Dynamics, Inc. stockholders	$	.30		$	(.48	)

Weighted average common shares outstanding	216,284			182,000

Diluted earnings (loss) per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive	$	.29		$	(.48	)

Weighted average common shares and share equivalents outstanding	234,659			182,000

Dividends declared per share	$	.075		$	.100

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Three Months Ended
	March 31,
	2010			2009

Operating activities:
Net income (loss) attributable to Steel Dynamics, Inc.	$	64,969		$	(87,862	)

Adjustments to reconcile net income (loss) attributable to Steel Dynamics, Inc. to net cash provided by operating activities:
Depreciation and amortization	56,272			56,963
Equity-based compensation	2,769			8,579
Deferred income taxes	8,468			7,695
(Gain) loss on disposal of property, plant and equipment	956			(272		)
Noncontrolling interests	(1,580		)	(1,912		)
Changes in certain assets and liabilities:
Accounts receivable	(223,140		)	141,093
Inventories	(48,058		)	193,097
Other assets	940			24,979
Accounts payable	118,217			(34,054		)
Income taxes receivable/payable	37,133			(11,261		)
Accrued expenses	55,796			(82,350		)
Net cash provided by operating activities	72,742			214,695

Investing activities:
Purchases of property, plant and equipment	(30,684		)	(74,338		)
Other investing activities	504			(3,223		)
Net cash used in investing activities	(30,180		)	(77,561		)

Financing activities:
Issuance of current and long-term debt	544,550			237,059
Repayment of current and long-term debt	(351,330		)	(358,666		)
Debt issuance costs	(6,538		)	(453		)
Proceeds from exercise of stock options, including related tax effect	3,454			(2,058		)
Contribution from noncontrolling investor	—			5,000
Dividends paid	(16,200		)	(18,182		)
Net cash provided by (used in) financing activities	173,936			(137,300		)

Increase (decrease) in cash and equivalents	216,498			(166		)
Cash and equivalents at beginning of period	9,008			16,233

Cash and equivalents at end of period	$	225,506		$	16,067


Supplemental disclosure information:
Cash paid for interest	$	3,769		$	11,984
Cash paid (received) for federal and state income taxes, net	$	(13,010	)	$	(55,430	)

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Description of the Business and Significant Accounting Policies

Description of the Business

Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is a domestic manufacturer of steel products and metals recycler. The company has three reporting segments: steel operations, metals recycling and ferrous resources operations, and steel fabrication operations.

Steel Operations. Steel operations include the company’s Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia (SWVA) and The Techs operations. These operations consist of mini-mills, producing steel from steel scrap, using electric arc furnaces, continuous casting, automated rolling mills, and downstream finishing facilities. The company’s steel operations sell directly to end users and service centers. These products are used in numerous industry sectors, including the automotive, construction, commercial, transportation and industrial machinery markets. Steel operations accounted for approximately 63% and 62% of the company’s external net sales during the three-month periods ended March 31, 2010 and 2009, respectively.

Metals Recycling and Ferrous Resources Operations. Metals recycling and ferrous resources operations primarily are composed of the company’s steel scrap procurement and processing locations, operated through the company’s wholly-owned subsidiary, OmniSource Corporation (OmniSource), as well as Iron Dynamics (IDI), the company’s iron-substitute production facility. In addition, the impact related to the construction and start-up of the Mesabi Nugget iron-making facility and potential future mining operations in Hoyt Lakes, Minnesota is also included in this segment. Metals recycling and ferrous resources operations accounted for approximately 34% and 29% of the company’s external net sales during the three-month periods ended March 31, 2010 and 2009, respectively.

Steel Fabrication Operations. Steel fabrication operations represent the company’s New Millennium Building Systems plants located in the eastern United States. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel decking used within the non-residential construction industry. Steel fabrication operations accounted for approximately 2% and 7% of the company’s external net sales during the three-month periods ended March 31, 2010 and 2009, respectively.

Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of SDI, together with its wholly and majority-owned or controlled subsidiaries, after elimination of significant intercompany accounts and transactions. Noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries.

Use of Estimates. These financial statements are prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the financial statements and in the notes thereto. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets and goodwill; valuation allowances for trade receivables, inventories and deferred income tax assets; unrecognized tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.

In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K/A for the year ended December 31, 2009.

Comprehensive Income (Loss) Attributable to Steel Dynamics, Inc. The components of comprehensive income (loss) are summarized in the following table (in thousands):

	Three Months Ended
	March 31,
	2010		2009
Net income (loss)	$	64,969	$	(87,862	)
Unrealized gain on interest rate swap, net of tax	—		338
Comprehensive income (loss)	$	64,969	$	(87,524	)

Note 2. Earnings (Loss) Per Share

Basic earnings (losses) per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive stock options and dilutive shares related to the company’s 5.125% convertible senior notes and are excluded from the computation in periods in which they have an anti-dilutive effect. Options to purchase 1.3 million and 2.1 million shares were anti-dilutive for the three month periods ended March 31, 2010 and 2009, respectively.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings (losses) per share computations (in thousands, except per share data):

	Three Months Ended March 31,
	2010					2009
	Net Income (Numerator)		Shares (Denominator)	Per Share Amount		Net Loss (Numerator)			Shares (Denominator)	Per Share Amount
Basic earnings (loss) per share	$	64,969	216,284	$	.30	$	(87,862	)	182,000	$	(.48	)
Dilutive stock options	—		1,993			—			—
5.125% convertible senior notes	2,377		16,382			—			—
Diluted earnings per share	$	67,346	234,659	$	.29	$	(87,862	)	182,000	$	(.48	)

Note 3. Inventories

Inventories are stated at lower of cost or market. Cost is determined principally on a first-in, first-out basis. Inventory consisted of the following (in thousands):

	March 31,		December 31,
	2010		2009
Raw materials	$	443,733	$	405,794
Supplies	220,980		219,320
Work-in-progress	79,132		72,279
Finished goods	157,044		155,438
Total inventories	$	900,889	$	852,831

Note 4. Debt

7 5/8% Senior Notes

In March 2010, the company issued $350.0 million of 7 5/8% senior notes due 2020. The net proceeds from the notes were used to pay down the then outstanding senior secured revolving credit facility and for general corporate purposes.

Senior Secured Revolving Credit Facility, due 2012

On April 26, 2010, the company entered into an amendment to its senior secured revolving credit facility, due 2012 that added an additional revolving lender that provided an additional commitment of $50.0 million, which increased the total revolving credit facility commitment from $874.0 million to $924.0 million.

Note 5. Changes in Stockholders’ Equity

The following table provides a reconciliation of the beginning and ending carrying amounts of total stockholders’ equity, equity attributable to stockholders of Steel Dynamics, Inc. and equity attributable to the noncontrolling interests (in thousands):

				Stockholders of Steel Dynamics, Inc.
				Common		Additional Paid-In		Retained			Treasury			Noncontrolling
	Total			Stock		Capital		Earnings			Stock			Interests
Balances at January 1, 2010	$	2,003,265		$	629	$	972,985	$	1,745,511		$	(730,857	)	$	14,997
Proceeds from the exercise of stock options, including related tax effect	3,454			1		3,453		—			—			—
Dividends declared	(16,233		)	—		—		(16,233		)	—			—
Equity-based compensation and issuance of restricted stock	4,020			—		1,652		—			2,368			—
Comprehensive income (loss)	63,389			—		—		64,969			—			(1,580		)
Balances at March 31, 2010	$	2,057,895		$	630	$	978,090	$	1,794,247		$	(728,489	)	$	13,417

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 6. Derivative Financial Instruments

The company is exposed to certain risks relating to its ongoing business operations. At times the company utilizes derivative instruments to mitigate commodity margin risk, interest rate risk, and foreign currency exchange rate risk. Forward contracts on various commodities are entered into to manage the price risk associated with forecasted purchases and sales of non-ferrous materials (specifically aluminum, copper, nickel and silver) from the company’s metals recycling operations. Interest rate swaps are entered into to manage interest rate risk associated with the company’s fixed and floating-rate borrowings. Forward exchange contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk as necessary.

The company designated its interest rate swap, which was terminated in June 2009, as a cash flow hedge of floating-rate borrowings. Forward contracts on various commodities and forward exchange contracts on various foreign currencies are not designated as hedging instruments.

Cash Flow Hedging Strategy. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate borrowings). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), or hedge components excluded from the assessment of effectiveness, are recognized in the statement of operations during the current period.

Commodity Futures Contracts. If the company is “long” on futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity. If the company is “short” on futures contracts, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company’s commodity futures contract commitments as of March 31, 2010 (MT represents metric tons and Lbs represents pounds):

Commodity	Long/Short	Total
Aluminum	Long	3,175	MT
Aluminum	Short	1,925	MT
Copper	Long	7,972	MT
Copper	Short	7,552	MT
Nickel	Long	432	MT
Nickel	Short	750	MT
Silver	Long	686	Lbs
Silver	Short	1,714	Lbs

The following summarizes the location and amounts of the fair values and gains or losses related to derivatives included in the company’s financial statements as of March 31, 2010 and December 31, 2009, and for the three month periods ended March 31, 2010 and 2009 (in thousands):

Balance Sheets		Fair Value March 31,2010		Fair Value December 31, 2009
Commodity futures net asset	Other current assets	$	1,097	$	—
Commodity futures net liability	Accrued expenses	—		3,113

Statements of Operations		Gain for Three Months Ended March 31, 2010		Gain for Three Months Ended March 31, 2009
Commodity futures contracts	Costs of goods sold	$	1,931	$	11,461
Interest rate swap	Other comprehensive income	—		549

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 7. Fair Value Measurements

FASB accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:

· Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets;

· Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and

· Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table sets forth financial assets and liabilities measured at fair value in the consolidated balance sheets and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of March 31, 2010, and December 31, 2009 (in thousands):

March 31, 2010	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity futures — financial assets	$	8,299	$	—	$	8,299	$	—
Commodity futures — financial liabilities	7,202		—		7,202		—

December 31, 2009	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Commodity futures — financial assets	$	3,819	$	—	$	3,819	$	—
Commodity futures — financial liabilities	6,932		—		6,932		—

The carrying amounts of financial instruments including cash and equivalents, accounts receivable and accounts payable approximate fair value, because of the relatively short maturity of these instruments. The fair value of long-term debt, including current maturities, was approximately $2.5 billion (with a corresponding carrying amount in the consolidated balance sheet of $2.4 billion) and $2.3 billion (with a corresponding carrying amount in the consolidated balance sheet of $2.2 billion) at March 31, 2010, and December 31, 2009, respectively.

Note 8. Commitments and Contingencies

On February 1, 2008, the company was sued by Prime Eagle Group Limited (Plaintiff), a corporation with its principal place of business in Thailand, alleging damages in excess of $1.1 billion, arising out of Steel Dynamics’ activities in providing consulting services to a Thailand-based steel company, Nakornthai Strip Mill Public Company, Limited (NSM) in its operational start-up in 1998. On April 30, 2008, Steel Dynamics filed a Motion to Dismiss the lawsuit, and on February 23, 2009, the court dismissed the complaint, with prejudice, and denied the plaintiffs leave to amend their complaint. The Plaintiff has appealed this dismissal. All briefs have been filed and oral argument was held on October 8, 2009.

On September 17, 2008, the company and eight other steel manufacturing companies were served with a class action antitrust complaint, filed in the United States District Court for the Northern District of Illinois in Chicago by Standard Iron Works of Scranton, Pennsylvania, alleging violations of Section 1 of the Sherman Act. The Complaint alleges that the defendants conspired to fix, raise, maintain and stabilize the price at which steel products were sold in the United States, starting in 2005, by artificially restricting the supply of such steel products. Six additional lawsuits, each of them materially similar to the original, have also been filed in the same federal court, each of them likewise seeking similar class certification. All but one of the Complaints purport to be brought on behalf of a class consisting of all direct purchasers of steel products between January 1, 2005 and the present. The other Complaint purports to be brought on behalf of a class consisting of all indirect purchasers of steel products within the same time period. All Complaints seek treble damages and costs, including reasonable attorney fees, pre- and post-judgment interest and injunctive relief. On January 2, 2009, Steel Dynamics and the other defendants filed a Joint Motion to Dismiss all of the direct purchaser lawsuits. On June 12, 2009, however, the Court denied the Motion. The parties are currently in the process of commencing some discovery. Although the company believes that the lawsuits are without merit and plans to aggressively defend these actions, the company cannot presently predict the outcome of this litigation or make any judgment with respect to its potential exposure, if any.

On November 23, 2009, OmniSource Corporation was served the Director’s Final Findings and Orders from the State of Ohio Environmental Protection Agency alleging violations of air pollution control rules, ordering new operating practices to address the violations, and assessing penalties in the amount of $325,600. The parties are currently in the process of settlement discussions.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9. Segment Information

The company has three reportable segments: steel operations, metals recycling and ferrous resources operations, and steel fabrication operations. These operations are described in Note 1 to the financial statements. Revenues included in the category “Other” are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of further processing, slitting, and sale of certain steel products and the resale of certain secondary and excess steel products. In addition, “Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facilities, senior notes and convertible senior notes, certain other investments, and certain profit sharing expenses.

The company’s operations are primarily organized and managed by operating segment. Operating segment performance and resource allocations are primarily based on operating results before income taxes. The accounting policies of the reportable segments are consistent with those described in Note 1 to the financial statements. Refer to the company’s Annual Report on Form 10-K/A for the year ended December 31, 2009, for more information related to the company’s segment reporting. Intra-segment and intra-company sales and any related profits are eliminated in consolidation. The company’s segment results for the three month periods ended March 31, 2010 and 2009 are as follows (in thousands):

For the three months ended March 31, 2010	Steel Operations		Metals Recycling / Ferrous Resources		Steel Fabrication Operations			Other			Eliminations			Consolidated

Net Sales
External	$	943,218	$	475,417	$	23,961		$	27,078		$	—		$	1,469,674
External Non-U.S.	29,349		56,646		—			121			—			86,116
Other segments	39,929		224,240		37			2,219			(266,425		)	—
	1,012,496		756,303		23,998			29,418			(266,425		)	1,555,790
Operating income (loss)	134,738		24,134		(6,580		)	(18,875		)(1)	(1,120		)(2)	132,297
Income (loss) before income taxes	117,888		13,413		(7,756		)	(23,923		)	(1,759		)	97,863
Depreciation and amortization	28,160		25,684		1,373			1,082			(27		)	56,272
Capital expenditures	12,071		17,676		107			1,468			(638		)	30,684

As of March 31, 2010
Assets	2,365,971		2,374,955		162,304			1,006,296		(3)	(327,404		)(4)	5,582,122
Liabilities	272,136		521,034		8,083			3,044,426		(5)	(321,452		)(6)	3,524,227

Footnotes related to March 31, 2010 segment results (in millions):

(1)	Corporate SG&A	$	(9.5	)	(2)	Margin reduction from intra-company sales	$	(1.1	)
	Company-wide stock option expense	(2.3		)
	Profit sharing	(8.5		)
	Other income	1.4
		$	(18.9	)

(3)	Deferred income taxes	$	307.0		(4)	Elimination of intra-company receivables	$	(36.6	)
	Income taxes receivable	125.0				Deferred taxes elimination	(71.7		)
	Debt issuance costs	28.7				Elimination of intra-company debt	(209.8		)
	Property, plant and equipment, net	45.4				Other	(9.3		)
	Intra-company debt receivable	209.8					$	(327.4	)
	Cash and equivalents	218.1
	Other	72.3
		$	1,006.3

(5)	Debt	$	2,341.2		(6)	Deferred income tax elimination	$	(74.1	)
	Deferred income taxes	497.6				Intra-company debt	(209.8		)
	Accounts payable	39.0				Intra-company payables	(37.1		)
	Income taxes payable	30.7				Other	(0.5		)
	Accrued interest	62.3					$	(321.5	)
	Other	73.6
		$	3,044.4

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three months ended March 31, 2009	Steel Operations			Metals Recycling / Ferrous Resources			Steel Fabrication Operations			Other			Eliminations			Consolidated

Net Sales
External	$	488,140		$	222,399		$	60,785		$	11,107		$	—		$	782,431
External Non-U.S.	16,902			15,307			—			10			—			32,219
Other segments	22,072			58,702			22			1,057			(81,853		)	—
	527,114			296,408			60,807			12,174			(81,853		)	814,650
Operating income (loss)	(68,211		)	(24,147		)	3,060			(14,629		)(1)	(9,676		)(2)	(113,603		)
Income (loss) before income taxes	(85,900		)	(34,189		)	1,354			(20,695		)	(9,676		)	(149,106		)
Depreciation and amortization	24,692			29,808			1,757			706			—			56,963
Capital expenditures	31,088			43,664			(466		)	52			—			74,338

As of March 31, 2009
Assets	2,303,344			2,099,817			180,322			505,615		(3)	(163,019		)(4)	4,926,079
Liabilities	199,811			184,708			10,706			3,132,625		(5)	(140,715		)(6)	3,387,135

Footnotes related to March 31, 2009 segment results (in millions):

(1)	Corporate SG&A	$	11.4	(2)	Margin reduction from intra-company sales	$	(9.7	)
	Other expenses	3.2
		$	14.6

(3)	Deferred income taxes	$	313.7	(4)	Elimination of intra-company receivables	$	(20.0	)
	Income taxes receivable	92.6			Deferred taxes elimination	(112.8		)
	Debt issuance costs	18.0			Other	(30.2		)
	Other	81.3				$	(163.0	)
		$	505.6


(5)	Debt	$	2,483.1	(6)	Deferred income tax elimination	$	(111.0	)
	Deferred income taxes	493.6			Intra-company debt	(26.4		)
	Other	155.9			Other	(3.3		)
		$	3,132.6			$	(140.7	)

Note 10. Condensed Consolidating Information

Certain 100%-owned subsidiaries of SDI have fully and unconditionally guaranteed all of the indebtedness relating to the issuance of the company’s senior notes due 2012, 2015, 2016, and 2020 and convertible senior notes due 2014. Following are the company’s condensed consolidating financial statements, including the guarantors, which present the financial position, results of operations and cash flows of (i) SDI (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries of SDI, (iii) the non-guarantor subsidiaries of SDI, and (iv) the eliminations necessary to arrive at the information for the company on a consolidated basis. The following statements should be read in conjunction with the accompanying consolidated financial statements and the company’s Annual Report on Form 10-K/A for the year ended December 31, 2009.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidating Balance Sheets (in thousands)

						Combined			Consolidating			Total
As of March 31, 2010	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	215,960		$	7,270	$	2,276		$	—		$	225,506
Accounts receivable, net	306,911			590,267		12,623			(260,069		)	649,732
Inventories	449,099			398,929		56,314			(3,453		)	900,889
Other current assets	176,672			7,048		796			(25,890		)	158,626
Total current assets	1,148,642			1,003,514		72,009			(289,412		)	1,934,753
Property, plant and equiment, net	1,144,415			717,242		381,910			(3,192		)	2,240,375
Intangible assets, net	—			522,245		—			—			522,245
Goodwill	—			756,624		—			—			756,624
Other assets, including investments in subs	2,510,196			325,046		8,582			(2,715,699		)	128,125
Total assets	$	4,803,253		$	3,324,671	$	462,501		$	(3,008,303	)	$	5,582,122

Accounts payable	$	147,232		$	240,404	$	36,856		$	(34,180	)	$	390,312
Accured expenses	159,854			107,994		6,504			(30,986		)	243,366
Current maturities of long-term debt	840			350		51,021			(45,878		)	6,333
Total current liabilities	307,926			348,748		94,381			(111,044		)	640,011
Long-term debt	2,351,853			12		238,630			(190,631		)	2,399,864
Other liabilities	366,595			2,321,171		42,657			(2,246,071		)	484,352

Common stock	630			19,753		6,601			(26,354		)	630
Treasury stock	(728,489		)	—		—						(728,489		)
Additional paid-in-capital	978,090			117,753		92,699			(210,452		)	978,090
Retained Earnings	1,526,648			517,234		(25,884		)	(223,751		)	1,794,247
Total Steel Dynamics, Inc. stockholders’ equity	1,776,879			654,740		73,416			(460,557		)	2,044,478
Noncontrolling interests	—			—		13,417			—			13,417
Total stockholders’ equity	1,776,879			654,740		86,833			(460,557		)	2,057,895
Total liabilities and stockholders’ equity	$	4,803,253		$	3,324,671	$	462,501		$	(3,008,303	)	$	5,582,122

						Combined			Consolidating			Total
As of December 31, 2009	Parent			Guarantors		Non-Guarantors			Adjustments			Consolidated
Cash and equivalents	$	430		$	6,363	$	2,215		$	—		$	9,008
Accounts receivable, net	201,749			461,535		9,217			(245,909		)	426,592
Inventories	437,375			368,823		50,376			(3,743		)	852,831
Other current assets	177,271			5,954		551			(15,404		)	168,372
Total current assets	816,825			842,675		62,359			(265,056		)	1,456,803
Property, plant and equiment, net	1,159,215			728,601		368,815			(2,581		)	2,254,050
Intangible assets, net	—			533,510		—			—			533,510
Goodwill	—			758,259		—			—			758,259
Other assets, including investments in subs	2,476,435			326,293		9,415			(2,684,893		)	127,250
Total assets	$	4,452,475		$	3,189,338	$	440,589		$	(2,952,530	)	$	5,129,872

Accounts payable	$	87,635		$	157,711	$	43,567		$	(26,628	)	$	262,285
Accured expenses	86,035			107,375		2,774			(31,090		)	165,094
Current maturities of long-term debt	167,832			350		14,907			(14,907		)	168,182
Total current liabilities	341,502			265,436		61,248			(72,625		)	595,561
Long-term debt	2,001,953			25		238,192			(185,598		)	2,054,572
Other liabilities	370,492			2,298,846		29,556			(2,222,420		)	476,474

Common stock	629			19,753		7,763			(27,516		)	629
Treasury stock	(730,857		)	—		—			—			(730,857		)
Additional paid-in-capital	972,985			117,753		112,437			(230,190		)	972,985
Retained earnings	1,495,771			487,525		(23,604		)	(214,181		)	1,745,511
Total Steel Dynamics, Inc. stockholders’ equity	1,738,528			625,031		96,596			(471,887		)	1,988,268
Noncontrolling interests	—			—		14,997			—			14,997
Total stockholders’ equity	1,738,528			625,031		111,593			(471,887		)	2,003,265
Total liabilities and stockholders’ equity	$	4,452,475		$	3,189,338	$	440,589		$	(2,952,530	)	$	5,129,872

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidating Statements of Operations (in thousands)

For the three months ended,							Combined			Consolidating			Total
March 31, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	727,033		$	1,732,431		$	31,410		$	(935,084	)	$	1,555,790
Costs of goods sold	607,982			1,622,755			39,456			(924,885		)	1,345,308
Gross profit	119,051			109,676			(8,046		)	(10,199		)	210,482
Selling, general and administrative	28,891			50,047			2,347			(3,100		)	78,185
Operating income (loss)	90,160			59,629			(10,393		)	(7,099		)	132,297
Interest expense, net of capitalized interest	21,847			15,181			2,111			(1,624		)	37,515
Other (income) expense, net	(2,784		)	(2,850		)	290			2,263			(3,081		)
Income (loss) before income taxes and equity in net income of subsidiaries	71,097			47,298			(12,794		)	(7,738		)	97,863
Income taxes (benefit)	23,986			17,573			(4,796		)	(2,289		)	34,474
	47,111			29,725			(7,998		)	(5,449		)	63,389
Equity in net income of subsidiaries	21,727			—			—			(21,727		)	—
Net loss attributable to noncontrolling interests	—			—			1,580			—			1,580
Net income (loss) attributable to Steel Dynamics, Inc.	$	68,838		$	29,725		$	(6,418	)	$	(27,176	)	$	64,969

For the three months ended,							Combined			Consolidating			Total
March 31, 2009	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net sales	$	349,803		$	864,973		$	12,174		$	(412,300	)	$	814,650
Costs of goods sold	415,235			823,298			14,463			(397,719		)	855,277
Gross profit (loss)	(65,432		)	41,675			(2,289		)	(14,581		)	(40,627		)
Selling, general and administrative	28,066			45,469			2,932			(3,491		)	72,976
Operating income (loss)	(93,498		)	(3,794		)	(5,221		)	(11,090		)	(113,603		)
Interest expense, net of capitalized interest	20,452			14,486			279			1,034			36,251
Other (income) expense, net	25,669			(26,728		)	17			294			(748		)
Income (loss) before income taxes and equity in net income of subsidiaries	(139,619		)	8,448			(5,517		)	(12,418		)	(149,106		)
Income taxes (benefit)	(56,552		)	2,252			(1,359		)	(3,673		)	(59,332		)
	(83,067		)	6,196			(4,158		)	(8,745		)	(89,774		)
Equity in net income of subsidiaries	2,038			—			—			(2,038		)	—
Net loss attributable to noncontrolling interests	—			—			1,912			—			1,912
Net income (loss) attributable to Steel Dynamics, Inc.	$	(81,029	)	$	6,196		$	(2,246	)	$	(10,783	)	$	(87,862	)

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidating Statements of Cash Flows (in thousands)

For the three months ended,							Combined			Consolidating			Total
March 31, 2010	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	102,341		$	(3,071	)	$	(26,202	)	$	(326	)	$	72,742
Net cash used in investing activities	(43,621		)	(8,855		)	(14,346		)	36,642			(30,180		)
Net cash provided by financing activities	156,810			12,833			40,609			(36,316		)	173,936
Increase in cash and equivalents	215,530			907			61			—			216,498
Cash and equivalents at beginning of period	430			6,363			2,215			—			9,008
Cash and equivalents at end of period	$	215,960		$	7,270		$	2,276		$	—		$	225,506

For the three months ended,							Combined			Consolidating			Total
March 31, 2009	Parent			Guarantors			Non-Guarantors			Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	153,764		$	81,368		$	(20,437	)	$	—		$	214,695
Net cash used in investing activities	(47,469		)	(17,791		)	(39,159		)	26,858			(77,561		)
Net cash provided by (used in) financing activities	(107,075		)	(60,677		)	57,310			(26,858		)	(137,300		)
Increase (decrease) in cash and equivalents	(780		)	2,900			(2,286		)	—			(166		)
Cash and equivalents at beginning of period	1,389			11,514			3,330			—			16,233
Cash and equivalents at end of period	$	609		$	14,414		$	1,044		$	—		$	16,067

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains some predictive statements about future events, including statements related to conditions in domestic and global economies, conditions in the steel and recycled metals marketplaces, our revenue, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. These statements are intended to be made as “forward-looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Such predictive statements are not guarantees of future performance, and actual results could differ materially from our current expectations. Factors that could cause such predictive statements to turn out other than as anticipated or predicted include, among others: the effects of a prolonged or deepening recession on industrial demand; general or specific sector (i.e., automotive, consumer appliance or construction) economic conditions affecting steel or recycled metals consumption; the impact of price competition, whether domestic or the result of foreign imports; difficulties in integrating acquired businesses; risks and uncertainties involving new products or new technologies; changes in the availability or cost of steel scrap or substitute materials; increases in energy costs; occurrence of unanticipated equipment failures and plant outages; labor unrest; and the effect of the elements on production or consumption.

More specifically, we refer you to the sections titled Special Note Regarding Forward-Looking Statements and Risk Factors in our annual report on Form 10-K/A for the year ended December 31, 2009, as well as in other reports which we file with the Securities and Exchange Commission, for a more detailed discussion of some of the many factors, variable risks and uncertainties that could cause actual results to differ materially from those we may have expected or anticipated. These reports are available publicly on the SEC web site, www.sec.gov, and on our web site, www.steeldynamics.com. Forward-looking or predictive statements we make are based upon information and assumptions, concerning our businesses and the environments in which they operate, which we consider reasonable as of the date on which these statements are made. Due to the foregoing risks and uncertainties however, as well as, matters beyond our control which can affect forward-looking statements, you are cautioned not to place undue reliance on these predictive statements, which speak only as of the date of this report. We undertake no duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Operating Statement Classifications

Net Sales. Net sales from our operations are a factor of volumes shipped, product mix and related pricing. We charge premium prices for certain grades of steel, product dimensions, certain smaller volumes, and for value-added processing or coating of the steel products. Except for our steel fabrication operations segment, we recognize revenue from sales and the allowance for estimated costs associated with returns from these sales at the time the title of the product is transferred to the customer. Provision is made for estimated product returns and customer claims based on estimates and actual historical experience. Net sales from steel fabrication operations are recognized from construction contracts utilizing a percentage-of-completion method, which is based on the percentage of steel consumed to date as compared to the estimated total steel required for each contract.

Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the manufacture of our products. The principal elements of these costs for our steel operations are steel scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), alloys, zinc, natural gas, argon, direct and indirect labor and related benefits, electricity, oxygen, electrodes, depreciation, materials and freight. The principal elements of these costs for our metals recycling and ferrous resources operations are the costs of procuring the unprocessed scrap materials, material transportation costs, and processing expenses, such as direct and indirect labor and related benefits, depreciation and utilities. The principal elements of these costs for our steel fabrication operations include purchased steel and direct and indirect labor and related benefit expenses.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments. These costs include, among other items, labor and related benefits, professional services, insurance premiums, property taxes, profit sharing, and amortization of intangible and other assets.

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

Other (Income) Expense, net. Other income consists of interest income earned on our temporary cash deposits and any other non-operating income activity, including gains on certain short-term investments and income from non-consolidated investments accounted for under the equity method. Other expense consists of any non-operating costs.

Overview

Over the course of the past three quarters, we have experienced a return to profitably in the wake of the global economic recession which commenced late in 2008 and into 2009. Sequentially improving net sales have been driven by steadily increasing customer demand for primarily our sheet steel and special bar-quality products, along with improving flows of ferrous and nonferrous metals within our metals recycling and ferrous resources operations. We have experienced consistent to moderately improving customer order volume within our steel and metals recycling operations, with product pricing also moving generally upward. We anticipate continued strong demand in sheet steel and special bar-quality products in the near term, with moderate improvements in our other long products categories. Structural steel and steel fabrication demand continues to lag but has shown modest signs of improvement.

Our focus will continue to be on enhanced liquidity, disciplined cost control and revenue optimization, while continuing to manage risk in an uncertain and volatile economic environment. We currently plan to spend less than $150 million in capital investments during 2010, of which over half are currently within our steel operations. We believe our current possible sources of cash are adequate to meet the cash requirements associated with these possible investments.

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First Quarter Operating Results 2010 vs. 2009

Net income was $65.0 million, or $.29 per diluted share, during the first quarter of 2010, compared with a net loss of $87.9 million, or $.48 per diluted share, during the first quarter of 2009 and net income of $26.7 million, or $.12 per diluted share, during the fourth quarter of 2009. When comparing the first quarter of 2010 with the first quarter of 2009, our net sales increased $741.1 million, or 91%, to $1.6 billion. Our gross profit percentage was 14% during the first quarter of 2010 as compared to a negative 5% for the first quarter of 2009, and 13% on a linked-quarter basis. The most significant non-operating component of our first quarter 2009 loss was a pretax non-cash adjustment to inventory values of $83.3 million, which had the effect of reducing diluted earnings per share by $.27, due principally to the rapid decline in flat-rolled steel product values. Excluding inventory write downs, gross profit percentage was 5% during the first quarter of 2009. Our improved gross profit percentage on a linked-quarter basis is primarily the result of increasing volumes and sales prices coupled with production costs being spread across higher volumes during the first quarter of 2010 as compared to the fourth quarter of 2009.

Steel Operations

Steel Operations. Steel operations consist of our five electric-arc furnace mini-mills, producing steel from steel scrap, utilizing continuous casting, automated rolling mills, and various downstream finishing facilities, including The Techs operations. In the first quarters of 2010 and 2009, our steel operations accounted for 63% and 62%, respectively, of our external net sales, and accounted for 64% in the fourth quarter of 2009. Collectively, our steel operations sell directly to end users and service centers. These products are used in numerous industry sectors, including the automotive, construction, commercial, transportation and industrial machinery markets.

Sheet Products. Our Flat Roll Division sells a broad range of sheet steel products, such as hot rolled, cold rolled and coated steel products, including a large variety of specialty products such as light gauge hot rolled, galvanized, Galvalume® and painted products. The Techs operations, comprised of three galvanizing lines, also sells specialized galvanized sheet steels used in non-automotive applications. During the first quarter of 2010, our sheet operations represented 81% of our steel segment’s pretax income, as compared to 91% in the fourth quarter of 2009. The decrease in the percentage in 2010 from 2009 is due primarily to the improved profitability of the Engineered Bar Products and Roanoke Bar divisions this quarter relative to the segment as a whole. During the first quarter of 2009, $78.9 million of our $83.3 million non-cash adjustment to inventory values was related to sheet product operations.

Long Products. Our Structural and Rail Division sells structural steel beams and pilings and is also designed to produce and sell a variety of standard and premium-grade rail for the railroad industry. Our Engineered Bar Products Division primarily sells special bar quality and merchant bar quality rounds and round-cornered squares. Our Roanoke Bar Division sells billets and merchant steel products, including angles, plain rounds, flats and channels. Steel of West Virginia primarily sells merchant beams, channels and specialty structural steel sections.

	Three Months Ended March 31,		Three Months Ended December 31,
	2010	2009	2009
Shipments (net tons)
Flat Roll Division	749,258	303,938	645,679
The Techs	210,545	118,359	178,580
Sheet products	959,803